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Item 9A. Controls and Procedures

2026-06-29 compared with 2025-07-16 · 322 added, 509 removed, 257 unchanged (76% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed

by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the rules and forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated

to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions

regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Due to the inherent limitations of control systems, not all misstatements may be detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake.

Additionally, controls

can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As of March 31, 2025, we carried out an evaluation, with the

participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of

our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation,

our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective,

as of March 31, 2025.

Management’s Report on Internal Control Over Financial

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

the supervision and with the participation of our management, including our principal executive officer [and principal financial officer],

we conducted an evaluation of the effectiveness, as of March 31, 2025, of our internal control over financial reporting based on the framework

in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

on our evaluation under this framework, our management concluded that our internal control over financial reporting was not effective

as of March 31, 2025 due to material weaknesses in our internal control over financial reporting described below.

Our internal controls are not effective for the following

(i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only one person,

the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have an audit committee

with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material weaknesses, we

have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with

GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity

As of March 31, 2026, we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective, as of March 31, 2026.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our principal executive officer [and principal financial officer], we conducted an evaluation of the effectiveness, as of March 31, 2026, of our internal control over financial reporting based on the framework in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was not effective as of March 31, 2026 due to material weaknesses in our internal control over financial reporting described below.

Our internal controls are not effective for the following reasons:

(i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only one person, the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material weaknesses, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP.

We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

We would need to hire additional staff to provide greater

segregation of duties.

We would need to hire additional staff to provide greater segregation of duties.

Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties.

Management will

continue to reassess this matter to determine whether improvement in segregation of duty is feasible.

In addition, we would need to expand

our board to include independent members.

Going forward, we intend to evaluate our processes and procedures

and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

This Annual Report does not include an attestation report

of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject

to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large

accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Management will continue to reassess this matter to determine whether improvement in segregation of duty is feasible.

In addition, we would need to expand our board to include independent members.

Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large, accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over

financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

The following table sets forth the

name, age and position of each of our executive officers and directors as of the date of this report:

The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this report:

Kent Rodriguez

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Background of Executive Officers and Directors

Our directors are elected for a term of one year and serve until such director’s

successor is duly elected and qualified.

Our directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified.

Each executive officer serves at the pleasure of the Board.

Kent Rodriguez

Rodriguez joined the Company as Chief Executive Officer,

Secretary, and Principal Financial Officer in May 2009.

Since 1995, he has been the Managing Partner of Weyer Capital Partners, a Minneapolis-based

venture capital corporation.

Rodriguez joined the Company as Chief Executive Officer, Secretary, and Principal Financial Officer in May 2009.

Since 1995, he has been the Managing Partner of Weyer Capital Partners, a Minneapolis-based venture capital partnership.

He has a B.A.

degree in Geology from Carleton College, and an Executive MBA from the Harvard Business School.

Rodriguez is the related party who has provided funds to the Company, which are owed back to him and can be found within the Balance

Sheets and footnotes referenced throughout this filing as related party payables.

Rodriguez is the related party who has provided funds to the Company, which are owed back to him and can be found within the Balance Sheets and footnotes referenced throughout this filing as related party payables.

Family Relationships

There are no family relationships among any of our executive

officers or directors.

There are no family relationships among any of our executive officers or directors.

Board Composition

Our business and affairs are managed

under the direction of our board of directors, which presently consists of one member.

Our current director will continue to serve as

a director until his resignation, removal or successor is duly elected.

Our certificate of incorporation

and our bylaws permit our board of directors to establish the authorized number of directors from time to time by resolution.

Each director

serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death,

resignation or removal.

Our business and affairs are managed under the direction of our board of directors, which presently consists of one member.

Our current director will continue to serve as a director until his resignation, removal or successor is duly elected.

Our certificate of incorporation and our bylaws permit our board of directors to establish the authorized number of directors from time to time by resolution.

Each director serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death, resignation or removal.

Involvement in Certain Legal Proceedings

As of the filing of this Annual Report

on Form 10-K, there are no legal proceedings, and during the past ten years there have been no legal proceedings, that are material to

an evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

As of the filing of this Annual Report on Form 10-K, there are no legal proceedings, and during the past ten years there have been no legal proceedings that are material to an evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

Committees of Our Board of Directors

Our board of directors has not established

any committees.

We are not a “listed company” under SEC rules

and are therefore not required to have an audit committee comprised of independent directors.

We do not currently have a “financial expert”

within the meaning of the rules and regulations of the SEC.

The Company has no nominating or compensation committees at

Our board of directors has not established any committees.

We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.

We do not currently have a “financial expert” within the meaning of the rules and regulations of the SEC.

The Company has no nominating or compensation committees at this time.

The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation.

Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes.

is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation,

nominations, and audit issues that may affect management decisions.

We are not aware of any other conflicts of interest with any of our

executive officers or directors.

Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

We are not aware of any other conflicts of interest with any of our executive officers or directors.

Code of Business Conduct and Ethics

The Company has not as yet adopted

a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller,

or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and

because management’s attention has been focused on matters pertaining to raising capital and the operation of the business.

The Company has not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and because management’s attention has been focused on matters pertaining to raising capital and the operation of the business.

Risk and Compensation Policies

The Company does not have any risk

and compensation policies .

Compliance with Section 16(a)

of the Exchange Act

Section 16(a) of the Exchange Act

requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities,

to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section

16(a) forms they file.

To our knowledge, each of Kent Rodriguez

and Douglas Barton are delinquent in filing a Form 3 report.

The Company does not have any risk and compensation policies.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, each of Kent Rodriguez and Douglas Barton are delinquent in filing a Form 3 report.

Barton resigned from the Company’s board of directors as of July 29, 2024.

Executive Compensation.

On an annual basis the company accrues $48,000 of wages payable,

$4,000 monthly, to its CEO Kent Rodriguez.

On April 1, 2020, the Company entered into an employment agreement with its CEO which designates

monthly payments due to CEO Kent Rodriguez in the amount of $4,000 each month.

This agreement continued for four years until March 31,

2024 and was renewed for a further term on expiry.

The following table illustrates compensation accrued to the

executive team during the fiscal years ended March 31, 2024 and 2023:

On an annual basis the Company accrues $48,000 of wages payable, or $4,000 monthly, to its CEO Kent Rodriguez.

On April 1, 2020, the Company entered into an employment agreement with its CEO which designates monthly payments due to Mr.

Rodriguez in the amount of $4,000 each month.

This agreement continued for four years until March 31, 2024, and was renewed for a further term on expiry.

The following table illustrates compensation accrued to the executive team during the fiscal years ended March 31, 2026, and 2025;

Name and Principal Position

Stock awards ($)

Option awards ($)

Nonequity incentive plan compensation ($)

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Fiscal Year ended March 31, 2025

*Total compensation accrued for Kent Rodriguez during each fiscal year is $48,000

total, which includes his compensation as CEO as well as Director.

*Total compensation accrued for Kent Rodriguez during each fiscal year is $48,000 total, which includes his compensation as CEO as well as Director.

(1) Included in other compensation are accrued dividends for Mr.

Rodriguez ownership

of 100% of the Company’s Series A Preferred shares and 18.6% of the Company’s Series B preferred shares.

Outstanding Equity Awards at Fiscal

As of March 31, 2025, there were no outstanding equity

Rodriguez ownership of 100% of the Company’s Series A Preferred shares and 18.6% of the Company’s Series B preferred shares.

Outstanding Equity Awards at Fiscal Year-End

As of March 31, 2026, there were no outstanding equity awards.

Director Compensation

No compensation was paid to our directors

for services rendered during the years ended March 31, 2024, and 2023.

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

The following table lists, as of March 31, 2025, the number

of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities

Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of our

Named Executive Officers and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common stock

by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership”

concepts under the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security if that person directly

or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power,

which includes the power to dispose or direct the disposition of the security.

The person is also deemed to be a beneficial owner of any

security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more than one person may

be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which

he or she may not have any pecuniary interest.

Except as noted below, each person has sole voting and investment power with respect to

the shares beneficially owned and each stockholder’s address is c/o Groove Botanicals Inc., 310

Fourth Avenue South, Suite 700, Minneapolis, MN

The following table sets forth, as

of March 31, 2025, information regarding beneficial ownership of our capital stock by:

No compensation was paid to our directors for services rendered during the years ended March 31, 2026, and 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of March 31, 2026, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of our Named Executive Officers and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security.

The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Groove Botanicals Inc., 310 Fourth Avenue South, Suite 7000, Minneapolis, MN

The following table sets forth, as of March 31, 2026, information regarding beneficial ownership of our capital stock by:

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

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all of our current executive officers, and directors as a group.

In the table below, percentage ownership

is based on 59,643,062 shares of our Common Stock issued and outstanding as of March 31, 2025.

Unless otherwise indicated, we believe

that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

In the table below, percentage ownership is based on 59,643,062 shares of our Common Stock issued and outstanding as of March 31, 2026, including dilutive shares available for issue withing 60 days of the date of the Report.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Name of Beneficial Owner

Percentage of Shares

5% or Greater Stockholders

1 unchanged sentence

Kent Rodriguez, President, Secretary, Treasurer and Director

62,081,840 (1)

All directors, directors’ nominees and executive officers as a group (1 person):

62,081,840 (1)

This amount includes a total of 62,077,473 common shares issuable upon conversion of 100 shares of Series A Convertible Preferred Stock and 4,367 shares of common stock held by Mr.

Fully diluted shares outstanding for purposes of calculation totals 121,720,535, including 62,077,473 common shares issuable to Kent Rodriguez upon conversion of 100 shares of Series A Convertible Preferred Stock

Securities Authorized for Issuance

under Equity Compensation Plans

Securities Authorized for Issuance under Equity Compensation Plans

Certain Relationships and Related Transactions, and Director Independence.

Policies and Procedures for Related Person Transactions

We do not currently have a formal,

written policy or procedure for the review and approval of related party transactions.

However, all related party transactions are currently

reviewed, and as may be necessary, approved by our Board of Directors.

We do not currently have a formal, written policy or procedure for the review and approval of related party transactions.

However, all related party transactions are currently reviewed, and as may be necessary, approved by our Board of Directors.

Director Independence

During fiscal 2025, to July 29, 2024

and 2024 we had one independent director, Douglas Barton.

Barton resigned from the Company’s board of directors as of July 29,

As at July 29, 2024, we did not have any independent directors.

Through July 29, 2024, and during the entirety of the year ended March 31, 2024 we had one independent director, Mr.

Douglas Barton.

Barton resigned from the Company’s board of directors as of July 29, 2024, following which date we have not had any independent directors.

Related Transactions

The Company had a related party payable of $608,833

and $453,057 outstanding as of March 31, 2025, and March 31, 2024, 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.

The Company had a related party payable of $747,961 and $608,833 outstanding as of March 31, 2026, 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.

Rodriguez under the terms of an employment agreement with its CEO entered into April 1, 2020, which designates monthly payments due to

CEO Kent Rodriguez in the amount of $4,000.

Kent Rodriguez under the terms of an employment agreement with its CEO entered into April 1, 2020, which designates monthly payments due to CEO Kent Rodriguez in the amount of $4,000.

This agreement continued through March 31, 2024, and was subsequently renewed.

These payables

accrue no interest and have no maturity date.

During the fiscal year ended March 31, 2025 and 2024, the

Company accrued $40,000 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.

The Company further accrued $33,195 in preferred dividends

These payables accrue no interest and have no maturity date.

During the fiscal year ended March 31, 2026 and 2025, the Company accrued $40,000 in preferred dividends from the Series A preferred shares to Mr.

Kent Rodriguez, the holder of the Series A Preferred shares.

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.

The Company further accrued $33,195 in preferred dividends for Mr.

Rodriguez’ ownership of 18.6% of the Series B Preferred Shares in the years ended March 31, 2026, and 2025, respectively.

The dividends payable are reflected on the balance sheet as dividends payable related party which total $219,585 and $146,390 at March 31, 2026 and 2025, respectively.

Principal Accounting Fees and Services

Prior Audit Firm

On May 8, 2024, the Board of Directors of Groove Botanicals

(the “Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent

registered public accounting firm.

On May 13, 2026, M.

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.

On the same date, the Company’s Board of Directors, which also serves as the Company’s audit committee, accepted Madhava Rao’s resignation.

Madhave Rao was the auditor for the Company for the fiscal year ending March 31, 2025.

Current Audit Firm

On June 13, 2024, the

Board of Directors of Groove Botanicals Inc.

(the “Company”) approved the appointment of M.S.

Madhava Rao, Chartered

Accountant (“Rao”) as the Company's new independent registered public accounting firm, effective immediately, to perform

independent review and audit services for the fiscal years ending March 31, 2024 and 2023.

Rao is the current auditor

for the Company for the fiscal year ending March 31, 2025.

Fees Billed to the Company

in fiscal year 2025 and 2025

The following table sets forth the fees billed to us by current

Madhava Rao, for professional services rendered for the fiscal year ended March 31, 2025 and March 31, 2024.

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.

GSKCA is the Company’s auditor for the fiscal year ended March 31, 2026.

Fees Billed to the Company in fiscal year 2026 and 2025

The following table sets forth the fees billed to us by current auditor GSKCA for professional services rendered during the fiscal year ended March 31, 2026 and by M.S.

Madhava Rao, for professional services rendered for the fiscal years ended March 31, 2026 and March 31, 2025.

March 31, 2026

4 unchanged sentences

Audit Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements.

During the fiscal year ended March 31, 2026, we accrued $7,500 for audit fees for GSKCA and M.S.

Madhava Rao invoiced $19,000 for audit fees.

Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees.

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Exhibits and Financial Statement Schedules.

(a) List of Financial Statements, Financial Statement Schedules

and Exhibits .

(a) List of Financial Statements, Financial Statement Schedules and Exhibits .

(1) Financial Statements .

The following financial statements of Groove Botanicals

The following financial statements of Groove Botanicals Inc.

are included in this Annual Report beginning on page F-1:

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Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

July 15, 2025

4 unchanged sentences

Opinion on the financial statements

audited the accompanying balance sheets of Groove Botanicals, Inc.

(“the Company”) as of March 31, 2025 and 2024 and the related

statements of operations, stockholders’ equity, and cash flows for years then ended and the related notes (collectively referred

to as “financial statements”) .

In our opinion, the

financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and

the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in

the United States of America.

We audited the accompanying balance sheets of Groove Botanicals, Inc.

(“the Company”) as of March 31, 2025 and 2024 and the related statements of operations, stockholders’ equity, and cash flows for years then ended and the related notes (collectively referred to as “financial statements”) .

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The Company’s financial statements are prepared using

the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation

of the liabilities in the normal course of business.

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business.

The Company has an accumulated deficit of $35,196,581 for the year ended March 31, 2025.

These factors as discussed in Note 3 of the financial statements raise substantial doubt about the Company’s ability to continue

as a going concern.

These factors as discussed in Note 3 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Opinion

These financial statements are the responsibility of the Company’s

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits.

we are required to obtain an understanding of internal

control over financial reporting not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

we are required to obtain an understanding of internal control over financial reporting not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the

risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters arising from the current period of

the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts

or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we

are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures

to which they relate.

Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.

Related party transactions.

As discussed in Note 5 to the financial statement, the Company

has borrowed from related parties an amount $608,833 as of the date of March 31, 2025.

As discussed in Note 5 to the financial statement, the Company has borrowed from related parties an amount $608,833 as of the date of March 31, 2025.

The procedure performed to address the matter included:

obtaining confirmation from related party.

served as the Company’s auditor since 2024.

We have served as the Company’s auditor since 2024.

Madhava Rao, Chartered Accountant

1 unchanged sentence

July 15, 2025

Report of Independent Registered Public Accounting Firm

To the Board of Directors,

Groove Botanicals Inc.

310 Fourth Avenue South

Minneapolis MN, 55415

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Groove Botanicals, Inc.

(the “Company”) as of March 31, 2026, the related statement of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 3 to the financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital.

The Company had a net loss of $139,917 and $130,834 for the years ended March 31, 2026, and March 31, 2025, respectively.

The Company’s accumulated deficit was $35,554,968 and $35,196,581 as of March 31, 2026, and March 31, 2025, respectively.

These Factors raises substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion-

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

913, Skye Corporate Park, Plot No.

25, Scheme No.

78 Part-2, Niranjanpur, A B Road, Indore (M.P.)-452001 Branch:

Aklera (Rajasthan)

0731-4969499 | 9179664633 | 7415159295 | 8982305103

goyalsolankica@gmail.com | Web:

www.gskca.com

Critical Audit Matters

Critical audit matter arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements.

The communication of critical audit matter does not alter in any way our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which it relates.

Related party transactions

As discussed in Note 5 to the financial statements, the Company had amounts due to related parties and accrued salaries totaling $747,961 as of March 31, 2026.

The procedure performed to address the matter included:

obtaining confirmation from related party.

GSKCA & Associates (PCAOB ID 7429 )

Indore, India

June 29, 2026

We have served as the Company’s auditor since 2026.

913, Skye Corporate Park, Plot No.

25, Scheme No.

78 Part-2, Niranjanpur, A B Road, Indore (M.P.)-452001 Branch:

Aklera (Rajasthan)

0731-4969499 | 9179664633 | 7415159295 | 8982305103

goyalsolankica@gmail.com | Web:

www.gskca.com

Groove Botanicals, Inc.

Consolidated Balance Sheets

23 unchanged sentences

( 1,468,248 )

( 1,109,861 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

The accompanying notes are an integral part of these consolidated

financial statements.

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

Groove Botanicals, Inc.

6 unchanged sentences

Operating Loss

Other Income (Expense)

Gain on Settlement of Debt

Interest Income (Expense)

Total Other Income (Expense)

$ ( 130,834 )

Interest Expense

$ ( 139,917 )

Dividend on Preferred Stock

Net (loss) attributable to common shareholders

$ ( 358,387 )

$ ( 349,304 )

Basic and diluted loss per common share

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 consolidated

financial statements.

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

Groove Botanicals, Inc.

4 unchanged sentences

Balance, March 31, 2024

Issuance of Stock for Cash

Issuance of Stock for Consulting

$ ( 34,847,277 )

$ ( 760,557 )

Accrued dividend

Balance, March 31, 2025

$ ( 35,196,581 )

$ ( 1,109,861 )

Accrued dividend

Balance, March 31, 2026

The accompanying notes are an integral part of these consolidated

financial statements.

$ ( 35,554,968 )

$ ( 1,468,248 )

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

Groove Botanicals, Inc.

5 unchanged sentences

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

Stock Issued for Outside Services

Gain on Settlement of Debt

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

Net Cash Used in Operating Activities

Cash Flow From Investing Activities

Net Cash From Investing Activities

Cash Flow From Financing Activities

1 unchanged sentence

Funds distributed to Related Party

Repayment of Outstanding Convertible Debt

Funds received for Issuance of Common Stock

Net Cash From Financing Activities

Net Change in Cash

Cash at Beginning of Period

Cash at Beginning of Year

Cash at End of Period

Supplemental disclosure of non-cash items:

Accrued dividends on preferred stock

Net cash paid for:

The accompanying notes are an integral part of these consolidated

financial statements.

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

GROOVE BOTANICALS, INC.

4 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 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, 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 have not entered into any licensing agreements or formal arrangements with any of these institutions or any other Norwegian research organization, have not identified any specific technology or intellectual property rights under contract, and do not have proprietary or exclusive access to any technology pipeline.

We are in an early stage of development, we have not entered into any licensing agreements or formal arrangements with any university, research institution, or technology transfer organization to date, and there can be no assurance that suitable technologies will be identified, licensed, developed, or successfully commercialized.

On July 29, 2024, Mr.

Douglas Barton resigned as a director

of the Company.

Douglas Barton resigned as a director of the Company.

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 March 31, 2025 and 2024, were derived from the Company’s consolidated financial statements at that date.

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) 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 March 31, 2026 and 2025, were derived from the Company’s consolidated financial statements at that date.

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 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 CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026, AND 2025

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.

Reclassifications

Certain prior-year amounts have been reclassified to conform to the current-year presentation.

These reclassifications had no effect on previously reported net loss, total stockholders’ equity, or accumulated deficit.

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.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026, AND 2025

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes (Cont’d)

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.

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.

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 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.

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 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 Standards Not Yet Adopted:

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 $ 130,834 and $ 202,089 for the years ended March 31, 2025, and March 31,

2024, 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 $ 139,917 and $ 130,834 for the years ended March 31, 2026, and March 31, 2025, respectively.

The Company’s accumulated deficit was $ 35,554,968 and $ 35,196,581 as of March 31, 2026, 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:

1 unchanged sentence

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

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026, AND 2025

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 March 31, 2025, the Company’s cash consisted of

non-restricted cash.

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

As of March 31, 2026, the Company’s cash consisted of non-restricted cash.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company had related party payables of $ 608,833 and

$ 453,057 as of March 31, 2025 and March 31, 2024, 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 $ 747,961 and $ 608,833 as of March 31, 2026, and March 31, 2025, respectively.

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 fiscal years ended March 31, 2025, and

2024, the Company accrued $40,000 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 $ 33,195 in each of the fiscal years ended March 31, 2025, and 2024 with respect to 18.6% of the Series B Preferred shares controlled

by Kent Rodriguez.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

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 .

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 March 31, 2025 and March 31, 2024, the balance of the

convertible note was $ 0 .

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 fiscal years ended March 31, 2026 and 2025, the Company accrued $ 40,000 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 $ 33,195 in each of the fiscal years ended March 31, 2026, and 2025 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 March 31, 2025, and March 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.

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 fiscal year ended March 31, 2025, and 2024, the holder of the Series

A preferred shares accrued $ 40,000 in preferred dividends from the Series A preferred shares.

A total of $ 80,000 and $ 40,000 in dividends

was outstanding at March 31, 2025 and March 31, 2024, 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 to notice of certain corporate

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 March 31, 2026 and March 31, 2025, 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 stoc k.

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 years ended March 31, 2026 and 2025, the holder of the Series A preferred shares, Mr.

Kent Rodriguez, CEO, accrued $ 40,000 and $ 40,000 respectively in preferred dividends from the Series A preferred shares.

A total of $ 120,000 and $ 80,000 in accrued dividends with respect to the Series A preferred shares held by Mr.

Rodriquez was outstanding at March 31, 2026, and March 31, 2025, respectively.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026, AND 2025

NOTE 6 – PREFERRED STOCK (continued)

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 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.

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

During the fiscal year ended March 31, 2025 and 2024, the holder

of the Series B preferred shares accrued $ 178,468 , in preferred dividends from the Series B preferred shares.

A total of $ 356,940 and

$ 178,470 in dividends was outstanding at March 31, 2025 and March 31, 2024, respectively.

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

During the years ended March 31, 2026 and 2025, the holders of the Series B preferred shares accrued $ 178,470 in preferred dividends from the Series B preferred shares.

A total of $ 535,410 and $ 356,940 in Preferred B dividends was outstanding at March 31, 2026 and March 31, 2025, respectively, including dividends accrued for the benefit of Mr.

Kent Rodriguez, CEO, of $ 33,195 for each respective year ended March 31, 2026 and 2025.

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

Dividends payable

Dividends payable, related party

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 had 59,643,062 shares of common stock

issued and outstanding as of March 31, 2025, and March 31, 2024.

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.

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 years ended March 31, 2026 or 2025, and had 59,643,062 shares of common stock issued and outstanding as of March 31, 2026, and March 31, 2025, respectively.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

As of March 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.

As of March 31, 2026, 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.

(2) Financial Statement Schedules .

Schedules required by this item have been omitted since they

are either not required or not applicable or because the information required is included in the consolidated financial statements included

elsewhere herein or the notes thereto.

Schedules required by this item have been omitted since they are either not required or not applicable or because the information required is included in the consolidated financial statements included elsewhere herein or the notes thereto.

(3) Exhibits .

The following exhibits are filed with this Annual Report on

Form 10-K or are incorporated herein by reference, as indicated.

The following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by reference, as indicated.

Exhibit Number

35 unchanged sentences

________________

* Incorporated by reference to a previously filed exhibit

* Incorporated by reference to a previously filed exhibit or report.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

GROOVE BOTANICALS INC.

July 15, 2025

June 29, 2026

/s/ Kent Rodriguez

3 unchanged sentences

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report is signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual report on Form 10-K is signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kent Rodriguez

President, Secretary, Treasurer and Director

July 15, 2025

June 29, 2026

Kent Rodriguez

2 unchanged sentences

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 9A. Controls and Procedures