What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-11 compared with 2026-02-20 · 41 added, 56 removed, 81 unchanged (54% of the section changed)

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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 Amendment No.

2 to our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2025, 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 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.

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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, 2025 included in our Amendment No.

2 to our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2025 , along with the accompanying notes.

As used in this Quarterly Report, the terms “we,” “us,” “our” and the “Company” means Groove Botanicals, Inc.

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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.

He will be able to influence the outcome of all corporate actions requiring the approval of our stockholders.

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.

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.

We do not currently have any products.

We are working to assemble a portfolio of early-stage EV Battery Technologies.

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.

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 December 31, 2025, and December 31, 2024

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

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.

We reported a net loss attributable to common stockholders of $88,485 in the three months ending December 31, 2025 as compared to a loss of $87,649 in the three months ended December 31, 2024, including accrued dividends on our Series A and B Preferred stock of $54,618 in each of the three months ended December 31, 2025 and 2024, respectively.

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

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Legal and Professional Expenses

Consulting Expense

Total operating expenses

Income (loss) from operations

Net income (loss)

Dividends on Preferred Stock

Net (loss) attributable to common stockholders

Operating Expenses

Total operating expenses for the three months ending December 31, 2025 of $33,867 increased slightly as compared to the total operating expenses recorded for the three months ended December 31, 2024 of $33,031.

The slight increase in operating expenses for the three months ended December 31, 2025 was mainly due to an increase in consulting fees of $5,750 offset by a decrease in legal and professional expenses of $3,700 due to a decrease in audit fees and filing fees and a decrease in general expenses in the period ended December 31, 2025.

Dividends on Preferred Stock

Dividends on Preferred Stock for the three-month period ended December 31, 2025, and 2024 remained constant, at $54,618 for each period.

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.

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

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.

We reported a net loss attributable to common stockholders of $268,272 in nine months ending December 31, 2025, as compared to a loss of $263,258 in the six months ended December 31, 2024, which includes accrued dividends on our Series A and B Preferred stock of $163,852 in the nine months ended December 31, 2025 and $163,854 in the nine months ended December 31, 2024.

N ine Months ended

Operating expenses:

Selling, General and Administrative Expenses

Legal and Professional Expenses

Consulting Expense

Total operating expenses

Income (loss) from operations

Total other income

Net income (loss)

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Operating Expenses

Total operating expenses for the nine months ended December 31, 2025 of $104,420 increased by approximately 5% as compared to the total operating expenses recorded for the nine months ending December 31, 2024 of $99,404.

General and administrative expenses remained relatively constant at $52,187 (2024) and $51,523 (2025).

Legal and professional expenses also remained relatively constant at $34,232 (2024) and $34,847 (2025)...

Rent expense reflected a small decrease of $1,035 or 12% from 2024 to 2025.

Consulting fees increased by $6,000 from $1,250 (2024) to $7,250 (2025) mainly due to the Company executing a social media contract under which it made payments of $5,000 during the nine months ended December 31, 2025 with no comparable expense in the nine months ended December 31, 2024.

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.

Dividends on Preferred Stock

Dividends on Preferred Stock for the nine-month periods ended December 31, 2025 and 2024 remained constant, at $163,854 (2024) and $163,852 (2025) for each period.

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 Nine Months Ended

For the Three Months Ended

Net Cash Used in Operating Activities

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Cash at End of Period

Net cash used by operating activities was $75,675 for the nine months ended December 31, 2025, compared to $89,329 for the nine months ended December 31, 2024.

Net cash used in operating activities for the nine months ending December 31, 2025, was primarily the result of a net loss of $104,420, offset by non-cash items including accrued payroll of $36,000, and changes in working capital related to an increase in prepaid expenses of $2,288 and a decrease in accounts payable and accrued liabilities of $4,967.

Net cash used in operating activities for the nine months ended December 31, 2024, was primarily the result of a net loss of $99,404, offset by non-cash items including accrued payroll of $36,000, an increase in prepaid expenses of $3,028 and a decrease in accounts payable and accrued liabilities of $22,897.

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 nine months ended December 31, 2025 and 2024.

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 $75,127 for the nine months ended December 31, 2025 which relates to advances from a replated party of $79,319 in the form of unsecured advances and repayments to a related party of $4,192, compared to advances of $88,892 from a related party with no repayments recorded for the nine months ended December 31, 2024.

Advances from the related party are all unsecured with no specific terms of repayment.

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 December 31, 2025, we had cash of $1,494 and prepaid expenses of $4,766.

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.

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.

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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, the service of debt and to fund our business objectives.

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.

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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-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 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.

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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.

Off-Balance Sheet Arrangements

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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.

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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.

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 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):

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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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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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 2. Management’s Discussion and Analysis