GROOVE BOTANICALS INC. 10-Q

grve_10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 000-23476 GROOVE BOTANICALS, INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 310 Fourth Avenue South , Suite 7000 Minneapolis , MN 55415 (Address of principal executive offices) (Zip Code) ( 612 )- 315-5068 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 10, 2026 there were 59,643,062 shares of the registrant’s common stock outstanding. GROOVE BOTANICALS, INC. TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4. Controls and Procedures 16 PART II – OTHER INFORMATION Item 1. Legal Proceedings 18 Item 1A. Risk Factors 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Mine Safety Disclosures 18 Item 5. Other Information 18 Item 6. Exhibits 19 SIGNATURES 20 2 Table of Contents PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Groove Botanicals, Inc. Condensed Consolidated Balance Sheets Unaudited June 30, 2026 March 31, 2026 ASSETS Current Assets: Cash $ 1,494 $ 1,502 Prepaid Expenses 1,031 2,930 Total Current Assets 2,525 4,432 TOTAL ASSETS $ 2,525 $ 4,432 LIABILITIES & STOCKHOLDERS’ EQUITY Current Liabilities: Accounts Payable and Accrued Liabilities $ 62,394 $ 69,309 Related Party Payable 774,140 747,961 Dividends payable 472,144 435,825 Dividends payable, related party 237,884 219,585 Total Current Liabilities 1,546,562 1,472,680 Total Liabilities 1,546,562 1,472,680 Stockholders’ Equity Preferred Stock, Series A, $ 0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of June 30, 2026, and March 31, 2026 10 10 Preferred Stock, Series B, $ 0.10 par value, 2,000 shares authorized; 1,983 shares issued and outstanding as of June 30, 2026, and March 31, 2026 198 198 Common Stock, $ 0.001 par value, 200,000,000 shares authorized. and 59,643,062 shares issued and outstanding as of June 30, 2026, and March 31, 2026 59,643 59,643 Additional paid-in capital 34,026,869 34,026,869 Accumulated deficit ( 35,630,757 ) ( 35,554,968 ) Total stockholders’ deficit ( 1,544,037 ) ( 1,468,248 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 2,525 $ 4,432 3 Table of Contents Groove Botanicals, Inc. Unaudited Condensed Consolidated Statements of Operations For the Three Months Ended June 30, 2026 2025 Expenses: Selling, General and Administrative Expenses $ 18,719 $ 18,965 Rent 3,600 3,600 Legal and Professional Expenses 5,999 15,605 Total operating expenses 28,318 38,170 Operating loss ( 28,318 ) ( 38,170 ) Other income (expense) Other income $ 7,147 $ — Total other income $ 7,147 — Net (loss) $ ( 21,171 ) $ ( 38,170 ) Dividend on Preferred Stock ( 54,618 ) ( 54,617 ) Net (loss) attributable to common shareholders $ ( 75,789 ) $ ( 92,787 ) Basic and diluted loss per common share $ ( 0.00 ) $ ( 0.00 ) Weighted average common shares outstanding – Basic and diluted 59,643,062 59,643,062 4 Table of Contents Groove Botanicals, Inc. Unaudited Condensed Consolidated Statements of Stockholders’ Equity For the Three Months Ended June 30, 2026, and 2025 Series A Preferred Stock Series B Preferred Stock Common Stock Additional Paid In Capital Accumulated Deficit Total Shares Amount Shares Amount Shares Amount Amount Amount Amount 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 - - - - - - - ( 54,617 ) ( 54,617 ) Net (loss) - - - - - - - ( 38,170 ) ( 38,170 ) Balance, June 30, 2025 100 $ 10 1,983 $ 198 59,643,062 $ 59,643 $ 34,026,869 $ ( 35,289,368 ) $ ( 1,202,648 ) Series A Preferred Stock Series B Preferred Stock Common Stock Additional Paid In Capital Accumulated Deficit Total Shares Amount Shares Amount Shares Amount Amount Amount Amount Balance, March 31, 2026 100 10 1,983 198 59,643,062 59,643 34,026,869 ( 35,554,968 ) ( 1,468,248 ) Accrued dividend - - - - - - - ( 54,618 ) ( 54,618 ) Net (loss) - - - - - - - ( 21,171 ) ( 21,171 ) Balance, June 30, 2026 100 $ 10 1,983 $ 198 59,643,062 $ 59,643 $ 34,026,869 $ ( 35,630,757 ) $ ( 1,544,037 ) 5 Table of Contents Groove Botanicals, Inc. Unaudited Condensed Consolidated Statements of Cash Flows For the Three Months Ended June 30, 2026 2025 Cash Flow From Operating Activities Net Loss $ ( 21,171 ) $ ( 38,170 ) Adjustments to reconcile net loss to net cash used in operating activities: Increase in accrued related-party compensation 12,000 12,000 Changes in working capital Decrease (Increase) in Prepaid Expenses 1,899 1,529 Increase (Decrease) in Accounts Payable and Accrued Liabilities ( 6,915 ) 4,855 Net Cash Used in Operating Activities ( 14,187 ) ( 19,786 ) Cash Flow From Investing Activities — — Net Cash From Investing Activities — — Cash Flow From Financing Activities Advances from related party 14,179 22,677 Repayments to related party — ( 2,196 ) Net Cash From Financing Activities 14,179 20,481 Net Change in Cash ( 8 ) 695 Cash at Beginning of Period 1,502 2,042 Cash at End of Period $ 1,494 $ 2,737 Net cash paid for: Interest $ — $ — Income Taxes $ — $ — 6 Table of Contents GROOVE BOTANICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited) 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. There can be no assurance that the name change will be completed. 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. Mr. Kent Rodriguez is the Company’s sole officer and director. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2026. 7 Table of Contents GROOVE BOTANICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Basis of Presentation (continued) In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month period have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. Basis of Consolidation The Company’s condensed 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. 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 accrual of Series A and Series B preferred dividends, accrued related-party compensation and advances, and the assessment of the Company’s ability to continue as a going concern. Actual results could differ from those estimates. Reclassifications Certain amounts in prior periods may be reclassified to conform to the current-period presentation. Any such reclassifications have 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 and dividends payable. 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 and accrued dividends 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. 8 Table of Contents GROOVE BOTANICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. 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. The Company has also reviewed other recently issued accounting pronouncements and does not believe any such pronouncements will have a material impact on its condensed consolidated financial statements and related disclosures. NOTE 3 – GOING CONCERN The accompanying condensed 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 condensed 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 $ 21,171 and $ 38,170 for the three months ended June 30, 2026, and June 30, 2025, respectively. The Company’s accumulated deficit was $ 35,630,757 and $ 35,554,968 as of June 30, 2026, and March 31, 2026, respectively. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts 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. 9 Table of Contents GROOVE BOTANICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited) 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 June 30, 2026, the Company’s cash consisted of non-restricted cash. NOTE 5 – RELATED PARTY TRANSACTIONS The Company had related party payables of $ 774,140 and $ 747,961 as of June 30, 2026, and March 31, 2026, 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. Effective April 1, 2026, the Company and Mr. Rodriguez further extended the term of this Employment Contract for an additional two-year term to March 31, 2028, on the same terms and conditions . During each of the three months ended June 30, 2026, and 2025, the Company accrued $ 10,000 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 $ 8,299 in each of the three months ended June 30, 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 June 30, 2026 and March 31, 2026, there were 100 shares of Series A Preferred Stock and 1,983 shares of Series B Preferred Stock issued and outstanding. 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 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 three months ended June 30, 2026, and 2025, the holder of the Series A preferred shares, Mr. Kent Rodriguez, CEO, accrued $ 10,000 in preferred dividends from the Series A preferred shares. A total of $ 130,000 and $ 120,000 in accrued dividends with respect to the Series A preferred shares held by Mr. Rodriguez was outstanding at June 30, 2026, and March 31, 2026, 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 Stated 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 three months ended June 30, 2026 and 2025, the holders of the Series B preferred shares accrued $ 44,618 and $ 44,617 , respectively, in preferred dividends from the Series B preferred shares. A total of $ 580,028 and $ 535,410 in Preferred B dividends was outstanding at June 30, 2026, and March 31, 2026, respectively, including dividends accrued for the benefit of Mr. Kent Rodriguez, CEO, of $ 8,299 for each respective three-month period. Mr. Rodriguez holds 18.6% of the Series B preferred shares. 10 Table of Contents GROOVE BOTANICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited) NOTE 6 – PREFERRED STOCK (continued) 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: June 30, 2026 $ March 31, 2026 $ Dividends payable 472,144 435,825 Dividends payable, related party 237,884 219,585 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 three months ended June 30, 2026, or June 30, 2025, and had 59,643,062 shares of common stock issued and outstanding as of both June 30, 2026 and March 31, 2026. NOTE 8 – COMMITMENTS AND CONTINGENCIES As of June 30, 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. 11 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “intends,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled “Risk Factors” in our registration statement on Form 10-12G/A, as filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Report. You should read this Report with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law. The management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following discussion of our financial condition and results of operations should be read in conjunction with the notes to the consolidated unaudited financial statements appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended March 31, 2026, as filed with the SEC in its Annual Report on Form 10-K, along with the accompanying notes. As used in this Quarterly Report, the terms “we,” “us,” “our” and the “Company” means Groove Botanicals, Inc. The Company relies primarily on its current sole officer and director, Kent Rodriguez to manage its day-to-day business and has outsourced professional services to third parties in an effort to maintain lower operational costs. Mr. Rodriguez, as the holder of the Company’s issued and outstanding shares of the Company’s Series A Preferred Stock, holds 51% of the voting rights of the Company. As a result, Mr. Rodriguez controls the outcome of all matters submitted to a vote of our stockholders, including the election of directors. Plan of Operations On September 14, 2023, we filed a registration statement on Form 10-12g which was deemed effective by the Securities and Exchange Commission (“SEC”) on November 13, 2023. The Company intends to change our name from Groove Botanicals, Inc., to Nordmark Technologies, Inc., to better describe our corporate focus. There can be no assurance that the name change will be completed. We are 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, including energy and offshore technology, maritime and ocean industries, aquaculture, carbon capture, health sciences, medical technology, and other applied industrial and digital technologies. 12 Table of Contents We do not currently have any products, technologies, or intellectual property rights. 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. As the Company continues its business development and asset acquisitions, the Company anticipates our capital needs to be between $500,000 and $5,000,000 (varying based on growth strategies). Results of Operations Three Months Ended June 30, 2026, and June 30, 2025 Revenue We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future. Net Loss We reported a net loss of $21,171 in the three months ended June 30, 2026 as compared to a loss of $38,170 in the three months ended June 30, 2025 and a net loss attributable to our common stockholders of $75,789 and $92,787, respectively, in the three months ended June 30, 2026 and 2025, which includes accrued dividends on our Series A and B Preferred stock of $54,618 and $54,617 in the three months ended June 30, 2026 and 2025, respectively. Three Months ended June 30, 2026 2025 Net sales $ — $ — Operating expenses: Selling, General and Administrative Expenses 18,719 18,965 Rent 3,600 3,600 Legal and Professional Expenses 5,999 15,605 Total operating expenses 28,318 38,170 Income (loss) from operations (28,318 ) (38,170 ) Other income $ 7,147 $ — Total other income $ 7,147 $ — Net income (loss) $ (21,171 ) $ (38,170 ) Dividends on Preferred Stock (54,618 ) (54,617 ) Net (loss) attributable to common stockholders $ (75,789 ) $ (92,787 ) Operating Expenses Total operating expenses for the three months ended June 30, 2026 decreased compared to the three months ended June 30, 2025, totaling $28,318 for the three months ended June 30, 2026 compared to total operating expenses of $38,170 for the three months ended June 30, 2025. The decrease was driven primarily by a decline in Legal and Professional Expenses from $15,605 (2025) to $5,999 (2026), reflecting lower audit fees invoiced during the period following the Company’s change in independent registered public accounting firm in May 2026, as well as the absence of a refund of legal fees that had reduced the prior-year balance. Selling, General and Administrative Expenses decreased slightly from $18,965 to $18,719 and Rent expense remained constant at $3,600. In addition, the Company recorded Other income of $7,147 during the three months ended June 30, 2026, representing a settlement received from the Company’s former independent registered public accounting firm, BF Borgers CPA PC, with no comparable item in the prior-year period. 13 Table of Contents Dividends on Preferred Stock Dividends on Preferred Stock were $54,618 and $54,617 for the three months ended June 30, 2026 and 2025, respectively. These dividends on preferred stock are required subject to the designation of the preferred stock and contribute to the net loss attributable to our common stockholders. Operating Activities For the Three Months Ended June 30, 2026 2025 Net Cash Used in Operating Activities $ (14,187 ) (19,786 ) Net Cash From Investing Activities — — Net Cash From Financing Activities 14,179 20,481 Net Change in Cash (8 ) 695 Cash at End of Period $ 1,494 $ 2,737 Net cash used by operating activities was $14,187 for the three months ended June 30, 2026, compared to $19,786 for the three months ended June 30, 2025. Net cash used in operating activities for the three months ended June 30, 2026, was primarily the result of a net loss of $21,171, offset by non-cash items including accrued payroll of $12,000, and changes in working capital related to a decrease in prepaid expenses of $1,899, partially offset by a decrease in accounts payable and accrued liabilities of $6,915. Net cash used in operating activities for the three months ended June 30, 2025, was primarily the result of a net loss of $38,170, offset by non-cash items including accrued payroll of $12,000, and changes in working capital related to a decrease in prepaid expenses of $1,529 and an increase in accounts payable and accrued liabilities of $4,855. Investing Activities There was no investing activity during each of the three months ended June 30, 2026 and 2025. Financing Activities Net cash provided by financing activities was $14,179 for the three months ended June 30, 2026, compared to $20,481 for the three months ended June 30, 2025. During the three months ended June 30, 2026, the Company received $14,179 in proceeds from a related party in the form of unsecured advances, with no funds distributed to the related party during the period. During the three months ended June 30, 2025, the Company received $22,677 in proceeds from a related party in the form of unsecured advances and repaid $2,196 to a related party to reduce unsecured advances payable. Liquidity and Capital Resources We are in need of additional cash resources to maintain our operations. As of June 30, 2026, we had cash of $1,494 and prepaid expenses of $1,031. At June 30, 2026 we had a working capital deficit of $1,544,037, comprised of current assets of $2,525 and current liabilities of $1,546,562. Our current liabilities include $774,140 payable to our Chief Executive Officer for accrued compensation and unsecured advances and $710,028 of accrued and unpaid dividends on our Series A and Series B Preferred Stock. Net cash used in operating activities was $14,187 for the three months ended June 30, 2026 and $19,786 for the three months ended June 30, 2025, funded in each period by advances from our Chief Executive Officer. 14 Table of Contents We are in the early stage of development and have experienced net losses to date and have not generated revenue from operations, which raises substantial doubt about our ability to continue as a going concern. There are a number of conditions that we must satisfy before we will be able to acquire, license and acquire products and intellectual property, not the least of which is negotiating and financing any acquisitions. We are in the process of identifying and establishing strategic partners and technologies in order to establish a market and generate commercial orders by customers and licensing which will include effective marketing and sales capabilities for any products. We do not currently have sufficient resources to accomplish any of these conditions necessary for us to generate revenue and expect to incur increasing operating expenses. We will require substantial additional funds for operations and to fund our business objectives. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. If additional funds are raised by the issuance of equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing stockholders. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources. Going Concern The accompanying condensed 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 condensed 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 $21,171 and $38,170 for the three-month periods ended June 30, 2026, and 2025, respectively. The Company’s accumulated deficit was $35,630,757 and $35,554,968 as of June 30, 2026, and March 31, 2026, respectively. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts 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. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. Critical Accounting Estimates The financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe are reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. Our significant accounting policies are more fully discussed in Note 2 to our unaudited condensed financial statements contained herein. 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 accrual of Series A and Series B preferred dividends, accrued related-party compensation and advances, and the assessment of the Company’s ability to continue as a going concern. Actual results could differ from those estimates. 15 Table of Contents Recent Accounting Pronouncements 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 FASB issued ASU 2023-09 – Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The Company adopted ASU 2023-09 for the year beginning April 1, 2025. The adoption of this ASU had no impact on the Company’s financial position, results of operations, or cash flows. Recent Accounting 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. The Company has also reviewed other recently issued accounting pronouncements and does not believe any such pronouncements will have a material impact on its condensed consolidated financial statements and related disclosures. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company and are not required to provide this information. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of June 30, 2026, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our internal controls and procedures 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, who is the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process. 16 Table of Contents In order to mitigate the foregoing material weakness, 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. 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. Changes in Internal Control over Financial Reporting During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 17 Table of Contents PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings. ITEM 1A. RISK FACTORS The Company is a smaller reporting company and is not required to provide this information. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no shares issued during the three-month period ended June 30, 2026 or the three-month period ended June 30, 2025. Total issued and outstanding shares of common stock are 59,643,062 at June 30, 2026 and 2025. The Company did not purchase any of its equity securities during the three months ended June 30, 2026. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. MINE SAFETY DISCLOSURES Not Applicable ITEM 5. OTHER INFORMATION Change in Independent Registered Public Accounting Firm. As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2026, on May 13, 2026 M. S. Madhava Rao, Chartered Accountant (PCAOB ID 06662) resigned as the Company’s independent registered public accounting firm, effective immediately, and did not provide a reason for his resignation. On the same date, the Company’s Board of Directors, which also serves as the Company’s audit committee, accepted the resignation and approved the engagement of GSKCA & Associates as the Company’s independent registered public accounting firm, effective immediately. Mr. Rao’s reports on the Company’s financial statements for the fiscal years ended March 31, 2025 and March 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that each such report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. During those two fiscal years and the subsequent interim period through May 13, 2026, there were no disagreements with Mr. Rao on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, and there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K. Rule 10b5-1 Trading Arrangements. During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, or any non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K. 18 Table of Contents ITEM 6. EXHIBITS Exhibit Number Exhibit 31 Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) 101 Inline XBRL (Extensible Business Reporting Language). The following materials from this Quarterly Report on Form 10-Q for the period ended June 30, 2026, are formatted in Inline XBRL: (i) condensed consolidated balance sheets of Groove Botanicals, Inc., (ii) condensed consolidated statements of operations of Groove Botanicals, Inc., (iii) condensed consolidated statements of stockholders’ equity of Groove Botanicals, Inc., (iv) condensed consolidated statements of cash flows of Groove Botanicals, Inc. and (v) notes to condensed consolidated financial statements of Groove Botanicals, Inc. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL. 19 Table of Contents SIGNATURES Pursuant to the requirements 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 authorized. GROOVE BOTANICALS, INC. Date: August 10, 2026 By: /s/ Kent Rodriguez Kent Rodriguez Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) 20