GROOVE BOTANICALS INC. 10-Q

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.