GROOVE BOTANICALS INC. 10-K

Item 9A. Controls and Procedures. 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. 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. Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met. 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. 13 Table of Contents 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. 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, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 14 Table of Contents PART III. Item 10. 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: Name Age Position Kent Rodriguez 69 Director, President, Treasurer, Secretary 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. Each executive officer serves at the pleasure of the Board. Kent Rodriguez Mr. 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. Mr. 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. 15 Table of Contents 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. 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. 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 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. 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. 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. 16 Table of Contents To our knowledge, each of Kent Rodriguez and Douglas Barton are delinquent in filing a Form 3 report. Mr. Barton resigned from the Company’s board of directors as of July 29, 2024. Item 11. Executive Compensation. 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 $4,000 each month. This agreement continued for four years until March 31, 2024, and was renewed for a further term on expiry. The following table illustrates compensation accrued to the executive team during the fiscal years ended March 31, 2026, and 2025; Name and Principal Position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Kent Rodriguez, CEO* Fiscal Year ended March 31, 2026 $ 48,000 - - - - - 73,195 (1) $ 121,195 Kent Rodriguez, CEO* Fiscal Year ended March 31, 2025 $ 48,000 - - - - - 73,195 (1) $ 121,195 *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 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, 2026, and 2025. Item 12. 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 17 Table of Contents 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; ● each of our directors; ● each of our named executive officers; and ● 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, 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 Number of Shares Beneficially Owned (2) Percentage of Shares Beneficially Owned (2) 5% or Greater Stockholders Directors and Named Executive Officers Kent Rodriguez, President, Secretary, Treasurer and Director 62,081,840 (1) 51.01% All directors, directors’ nominees and executive officers as a group (1 person): 62,081,840 (1) 51.01% (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. Rodriguez. (2) 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 None. Item 13. 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. Director Independence Through July 29, 2024, and during the entirety of the year ended March 31, 2024 we had one independent director, Mr. Douglas Barton. Mr. 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 $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. 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. 18 Table of Contents 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. Item 14. Principal Accounting Fees and Services Prior Audit Firm On May 13, 2026, M. S. 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 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 March 31, 2025 Audit fees (1) $ 26,500 $ 28,500 Audit related fees (2) — — Tax fees (3) — — All other fees — — Total fees $ 26,500 $ 28,500 (1) 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. (2) Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees. (3) Tax Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our tax returns 19 Table of Contents PART IV. Item 15. Exhibits and Financial Statement Schedules. (a) List of Financial Statements, Financial Statement Schedules and Exhibits . (1) Financial Statements . The following financial statements of Groove Botanicals Inc. are included in this Annual Report beginning on page F-1: Page For the Years Ended March 31, 2026 and 2025 Report of Independent Registered Public Accounting Firm (PCAOB ID: 7429) 21-23 Consolidated Balance Sheets 24 Consolidated Statements of Operations 25 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 26 Consolidated Statements of Cash Flows 27 Notes to Consolidated Financial Statements 28 20 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM July 15, 2025 Audit Committee/Board of Director Groove Botanicals, Inc. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 Opinion on the financial statements 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 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. 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. Basis of 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 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. 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 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. 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. 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. The procedure performed to address the matter included: obtaining confirmation from related party. We have served as the Company’s auditor since 2024. /s/ M. S. Madhava Rao M. S. Madhava Rao, Chartered Accountant Bangalore, India July 15, 2025 21 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors, Groove Botanicals Inc. 310 Fourth Avenue South Suite 7000 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. 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. We believe that our audits provide a reasonable basis for our opinion. HO: 913, Skye Corporate Park, Plot No. 25, Scheme No. 78 Part-2, Niranjanpur, A B Road, Indore (M.P.)-452001 Branch: Aklera (Rajasthan) Tele: 0731-4969499 | 9179664633 | 7415159295 | 8982305103 Email: goyalsolankica@gmail.com | Web: www.gskca.com 22 Table of Contents 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. HO: 913, Skye Corporate Park, Plot No. 25, Scheme No. 78 Part-2, Niranjanpur, A B Road, Indore (M.P.)-452001 Branch: Aklera (Rajasthan) Tele: 0731-4969499 | 9179664633 | 7415159295 | 8982305103 Email: goyalsolankica@gmail.com | Web: www.gskca.com 23 Table of Contents Groove Botanicals, Inc. Consolidated Balance Sheets March 31, 2026 March 31, 2025 ASSETS Current Assets: Cash $ 1,502 $ 2,042 Prepaid Expenses 2,930 2,478 Total Current Assets 4,432 4,520 TOTAL ASSETS $ 4,432 $ 4,520 LIABILITIES & STOCKHOLDERS’ EQUITY Current Liabilities: Accounts Payable and Accrued Liabilities $ 69,309 $ 68,608 Related Party Payable 747,961 608,833 Dividends payable 435,825 290,550 Dividends payable, related party 219,585 146,390 Total Current Liabilities 1,472,680 1,114,381 Total Liabilities 1,472,680 1,114,381 Stockholders’ Equity Preferred Stock, Series A, $ 0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of March 31, 2026, and March 31, 2025 10 10 Preferred Stock, Series B, $ 0.10 par value, 2,000 shares authorized; 1,983 shares issued and outstanding as of March 31, 2026, and March 31, 2025 198 198 Common Stock, $ 0.001 par value, 200,000,000 shares authorized. and 59,643,062 shares issued and outstanding as of March 31, 2026, and March 31, 2025 59,643 59,643 Additional paid-in capital 34,026,869 34,026,869 Accumulated deficit ( 35,554,968 ) ( 35,196,581 ) Total stockholder’s equity ( 1,468,248 ) ( 1,109,861 ) TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT $ 4,432 $ 4,520 The accompanying notes are an integral part of these consolidated financial statements. 24 Table of Contents Groove Botanicals, Inc. Consolidated Statements of Operations For the Years ended, March 31, 2026 2025 Expenses: Selling, General and Administrative Expenses $ 73,774 $ 70,087 Rent 14,400 15,435 Legal and Professional Expenses 43,743 42,312 Consulting Expense 8,000 3,000 Total Operating Expenses 139,917 130,834 Operating Loss ( 139,917 ) ( 130,834 ) Interest Expense - - Net (Loss) $ ( 139,917 ) ( 130,834 ) Dividend on Preferred Stock ( 218,470 ) ( 218,470 ) $ ( 358,387 ) $ ( 349,304 ) Basic and Diluted Earnings (Loss) per Common Share $ ( 0.01 ) $ ( 0.01 ) Weighted Average Common Shares Outstanding – Basic and diluted 59,643,062 59,643,062 The accompanying notes are an integral part of these consolidated financial statements 25 Table of Contents Groove Botanicals, Inc. Consolidated Statements of Stockholders’ Equity For the Years Ended March 31, 2026, and 2025 Additional Series A Series B Paid In Accumulated Preferred Stock Preferred Stock Common Stock Capital Deficit Total Shares Amount Shares Amount Shares Amount Amount Amount Amount Balance, March 31, 2024 100 $ 10 1,983 $ 198 59,643,062 $ 59,643 $ 34,026,869 $ ( 34,847,277 ) $ ( 760,557 ) Accrued dividend - - - - - - - ( 218,470 ) ( 218,470 ) Net (loss) - - - - - - - ( 130,834 ) ( 130,834 ) Balance, March 31, 2025 100 $ 10 1,983 $ 198 59,643,062 $ 59,643 $ 34,026,869 $ ( 35,196,581 ) $ ( 1,109,861 ) Accrued dividend - - - - - - - ( 218,470 ) ( 218,470 ) Net (loss) - - - - - - - ( 139,917 ) ( 139,917 ) Balance, March 31, 2026 100 $ 10 1,983 $ 198 59,643,062 $ 59,643 $ 34,026,869 $ ( 35,554,968 ) $ ( 1,468,248 ) The accompanying notes are an integral part of these consolidated financial statements. 26 Table of Contents Groove Botanicals, Inc. Consolidated Statements of Cash Flows For the Years Ended March 31, 2026 2025 Cash Flow From Operating Activities Net Loss $ ( 139,917 ) $ ( 130,834 ) Adjustments to reconcile net loss to net cash used in operating activities: Accrued Payroll 48,000 48,000 Changes in working capital Decrease (Increase) in Prepaid Expenses ( 452 ) ( 2,024 ) Increase (Decrease) in Accounts Payable and Accrued Liabilities 701 ( 22,564 ) Net Cash Used in Operating Activities ( 91,668 ) ( 107,422 ) Cash Flow From Financing Activities Funds received from Related Party 95,320 107,776 Funds distributed to Related Party ( 4,192 ) - Net Cash From Financing Activities 91,128 107,776 Net Change in Cash ( 540 ) 354 Cash at Beginning of Year 2,042 1,688 Cash at End of Period $ 1,502 $ 2,042 Supplemental disclosure of non-cash items: Accrued dividends on preferred stock $ 218,470 $ 218,470 Net cash paid for: Interest $ — $ — Income Taxes $ — $ — The accompanying notes are an integral part of these consolidated financial statements. 27 Table of Contents GROOVE BOTANICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED MARCH 31, 2026, AND 2025 NOTE 1 – ORGANIZATION AND OPERATIONS Current Operations 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 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. 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. 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, 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. 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 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. Intercompany accounts and transactions have been eliminated in consolidation. 28 Table of Contents 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. 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 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 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. 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 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. Income Taxes 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. 29 Table of Contents 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 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 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 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 $ 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. These steps include but are not limited to: 1) focus on our new business model and 2) raising equity or debt financing. Our auditors express substantial doubt about our ability to continue as a going concern. 30 Table of Contents 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, 2026, the Company’s cash consisted of non-restricted cash. NOTE 5 – RELATED PARTY TRANSACTIONS The Company had related party payables of $ 747,961 and $ 608,833 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, 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, 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 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. 31 Table of Contents 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. 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. Mr. 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 March 31, 2026 $ March 31, 2025 $ Dividends payable 435,825 290,550 Dividends payable, related party 219,585 146,390 NOTE 7 – COMMON STOCK The Company is authorized to issue 200,000,000 shares of Common Stock, with a par value of $ 0.001 . The Company did not issue any shares of common stock during the 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, 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. 32 Table of Contents (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. (3) Exhibits . The following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by reference, as indicated. 33 Table of Contents Exhibit Number Exhibit Description 3.1(a) Articles of Incorporation* 3.1(b) Articles of Merger* 3.1(c) Agreement and Plan of Merger* 3.1(d) Amended Articles of Incorporation* 3.1(e) Amended and Restated Certificate of Incorporation of the Registrant* 3.2 Bylaws of the Registrant* 4.1(a) Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock* 4.1(b) Certificate of Designation* 4.1(c) Amendment to Certificate of Designation After Issuance of Class or Series dated 3/14/2014* 4.1(d) Amendment to Certificate of Designation After Issuance of Class or Series dated 01/12/2018* 10.1 Convertible Promissory Note Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated March 5, 2021* 10.2 Convertible Redeemable Note Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated March 7, 2022 * 10.3 Letter Agreement Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated July 18, 2022 * 10.4 Letter Agreement between Groove Botanicals, Inc. and Kent Rodriguez, CEO* 21.1 List of Subsidiaries* 31 Certification of the Chief Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) 101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 101.INS INLINE XBRL INSTANCE DOCUMENT (THE INSTANCE DOCUMENT DOES NOT APPEAR IN THE INTERACTIVE DATA FILE BECAUSE ITS XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT) 101.SCH INLINE XBRL TAXONOMY EXTENSION SCHEMA 101.CAL INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 101.DEF INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 101.LAB INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE 101.PRE INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 104 COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101) ________________ * Incorporated by reference to a previously filed exhibit or report. Item 16. Form 10-K Summary None. 34 Table of Contents SIGNATURES 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. Date: June 29, 2026 By: /s/ Kent Rodriguez Kent Rodriguez President, Secretary, Treasurer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer) 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. Signature Title Date /s/ Kent Rodriguez President, Secretary, Treasurer and Director June 29, 2026 Kent Rodriguez (Principal Executive Officer) (Principal Financial and Accounting Officer) 35