What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-02-20 · 80 added, 91 removed, 171 unchanged (50% of the section changed)

15 unchanged sentences

Preferred Stock, Series A, $ 0.10 par value, 100 shares authorized;

100 shares issued and outstanding as of December 31, 2025, and March 31, 2025

100 shares issued and outstanding as of June 30, 2026, and March 31, 2026

Preferred Stock, Series B, $ 0.10 par value, 2,000 shares authorized;

1,983 shares issued and outstanding as of December 31, 2025, and March 31, 2025

1,983 shares issued and outstanding as of June 30, 2026, and March 31, 2026

Common Stock, $ 0.001 par value, 200,000,000 shares authorized.

and 59,643,062 shares issued and outstanding as of December 31, 2025, and March 31, 2025

and 59,643,062 shares issued and outstanding as of June 30, 2026, and March 31, 2026

Additional paid-in capital

2 unchanged sentences

( 35,554,968 )

Total stockholder’s equity

Total stockholders’ deficit

( 1,544,037 )

( 1,468,248 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

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

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

Groove Botanicals, Inc.

Condensed Consolidated Statements of Operations

Three Months ended

Nine Months ended,

Unaudited Condensed Consolidated Statements of Operations

For the Three Months Ended

Selling, General and Administrative Expenses

Legal and Professional Expenses

Consulting Expense

Total operating expenses

Operating loss

$ ( 104,420 )

Other income (expense)

Total other income

Dividend on Preferred Stock

Loss attributed to common stockholders

$ ( 87,649 ) )

$ ( 268,272 )

$ ( 263,258 )

Basic and Diluted Earnings (Loss) per Common Share

Net (loss) attributable to common shareholders

Basic and diluted loss per common share

Weighted average common shares outstanding – Basic and diluted

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

Groove Botanicals, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the Nine Months Ended December 31, 2025, and 2024

For the Three Months Ended June 30, 2026, and 2025

Preferred Stock

7 unchanged sentences

$ ( 1,202,648 )

Accrued dividend

Balance, September 30, 2025

$ ( 35,376,369 )

$ ( 1,289,649 )

Accrued Dividend

Balance, December 31, 2025

$ ( 35,464,854 )

( 1,378,134 )

Preferred Stock

7 unchanged sentences

$ ( 1,544,037 )

Accrued dividend

Balance, September 30, 2024

$ ( 35,022,884 )

$ ( 936,164 )

Accrued Dividend

Balance, December 31, 2024

$ ( 35,110,533 )

$ ( 1,023,813 )

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

Groove Botanicals, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended

For the Three Months Ended

Cash Flow From Operating Activities

$ ( 104,420 )

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

Accrued Payroll

Increase in accrued related-party compensation

Changes in working capital

2 unchanged sentences

Net Cash Used in Operating Activities

Cash Flow From Investing Activities

Net Cash From Investing Activities

Cash Flow From Financing Activities

Funds received from Related Party

Funds distributed to Related Party

Advances from related party

Repayments to related party

Net Cash From Financing Activities

Net Change in Cash

Cash at Beginning of Year

Cash at Beginning of Period

Cash at End of Period

Net cash paid for:

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

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

NOTE 1 – ORGANIZATION AND OPERATIONS

13 unchanged sentences

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

Currently, we plan to assemble a portfolio of early-stage EV Battery Technologies developed from Universities in Norway, Sweden and Finland, and seek grants from the State of Minnesota Department of Economic Development to find and identify corporate partners to commercialize these technologies and ultimately produce revenues for the Company.

The Company does not currently own any patents or technologies related to the EV battery industry, and the process to acquire patents and technologies can be costly, and as such, the Company is not guaranteed to acquire any such patents.

Management believes that the technologies available in the specialized energy industry present a stable business model with high growth potential and we are actively working towards an impactful acquisition in this space.

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.

Kent Rodriguez is the Company’s sole officer and director.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed 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.

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.

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 and nine-month periods have been made.

Results for the interim periods 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.

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

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

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 valuation of derivative liability, stock compensation and beneficial conversion feature expenses.

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, dividends payable and other debt.

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.

5 unchanged sentences

and Level 3—Significant unobservable inputs that cannot be corroborated by observable market data.

The Company believes that the carrying amounts of cash and cash equivalents, accounts payable, related party payables, accrued dividends and debt approximate fair value based on either their short-term nature or on terms currently available to the Company in financial markets.

The Company believes that the carrying amounts of cash and cash equivalents, accounts payable, related party payables 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

6 unchanged sentences

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.

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company is taxed as a C corporation for income tax purposes.

6 unchanged sentences

The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

Recent Accounting Standard Adopted:

8 unchanged sentences

The adoption of this ASU had no impact on the Company’s financial position, results of operations, or cash flows.

Recent Accounting Standard Not Yet Adopted:

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):

5 unchanged sentences

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 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 $ 104,420 and $ 99,404 for the nine months ended December 31, 2025, and December 31, 2024, respectively.

The Company’s accumulated deficit was $ 35,464,854 and $ 35,196,581 as of December 31, 2025, and March 31, 2025, respectively.

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 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 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.

1 unchanged sentence

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.

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 December 31, 2025, the Company’s cash consisted of non-restricted cash.

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

FOR THE THREE MONTHS ENDED JUNE 30, 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 June 30, 2026, the Company’s cash consisted of non-restricted cash.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company had related party payables of $ 719,961 and $ 608,833 as of December 31, 2025, and March 31, 2025, respectively.

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.

3 unchanged sentences

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 nine months ended December 31, 2025, and 2024, the Company accrued $ 30,000 in preferred dividends from the Series A preferred shares to Mr.

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 $ 24,896 in each of the nine months ended December 31, 2025, and 2024 with respect to 18.6 % of the Series B Preferred shares controlled by Kent Rodriguez.

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

1 unchanged sentence

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 December 31, 2025, and December 31, 2024, there were 100 and 1,983 shares issued and outstanding for Series A Preferred Stock and Series B Preferred Stock, respectively.

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.

6 unchanged sentences

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

During the three and nine months ended December 31, 2025, and 2024, the holder of the Series A preferred shares, Mr.

Kent Rodriguez, CEO, accrued $ 10,000 and $ 30,000 , respectively in preferred dividends from the Series A preferred shares.

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.

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

Series B Preferred Stock holds designations of being ranked junior to the Series A Preferred Stock, cash dividends at the rate of 9% of the amount per share of Series B Preferred Stock per annum in the form of “Preferred Dividends”, a dividend received deduction for federal income tax purposes, liquidation preferences ranked junior to the Series A Preferred Stock, redemption of the Series B Preferred Stock by the Company at 105% of the Stated Value , plus accrued and unpaid Dividends, if prior to the two year anniversary of the Issuance Date, or at 100% of the State Value, plus accrued and unpaid Dividends, if on or after the two year anniversary of the Issuance Date, no voting rights, and right

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

NOTE 6 – PREFERRED STOCK (continued)

to notice of certain corporate actions.

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 nine months ended December 31, 2025, and 2024, the holders of the Series B preferred shares accrued $ 133,853 in preferred dividends from the Series B preferred shares.

A total of $ 490,792 and $ 356,940 in Preferred B dividends was outstanding at December 31, 2025 and March 31, 2025, respectively, including dividends accrued for the benefit of Mr.

Kent Rodriguez, CEO, of $ 8,299 and $ 24,896 for each respective three and nine-month period ended December 31, 2025 and 2024.

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.

Rodriguez holds 18.6% of the Series B preferred shares.

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

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:

Schedule of dividends payable, related party

December 31, 2025

June 30, 2026

March 31, 2026

3 unchanged sentences

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 nine months ended December 31, 2025, or December 31, 2024, and had 59,643,062 shares of common stock issued and outstanding as of December 31, 2025, and March 31, 2025, respectively.

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 December 31, 2025, the Company has a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis .

As of 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 other than as set out below.

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist through the date of this filing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements