GROOVE BOTANICALS INC. 10-Q

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