UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended March 31, 2024
	For the fiscal year ended March 31, 2025
☐	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		(I.R.S. Employer
incorporation or organization)		Identification No.)

Registrant’s Principal Office

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

Registrant’s telephone number, including area code:

(612-315-5068)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑

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, a 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 13(a) of the Exchange Act. Yes ☐ No ☑☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the registrant’s common stock, par value $0.001 per share (“Common Stock”), held by non-affiliates, computed by reference to the price at which the Common Stock was last sold as of September 30, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $4709,~~033,145~~689.

The number of shares of the registrant’s Common ~~Stock~~ Stock outstanding as of ~~August~~June 1230, ~~2024~~2025 was 59,643,062 shares.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

None

TABLE OF CONTENTS

		Page

PART I.
Item 1.	Business	2
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 1C	Cybersecurity	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosures	4

PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	Reserved	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 8.	Financial Statement and Supplementary Data	11
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	13
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	13

PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accounting Fees and Services	16

PART IV.
Item 15.	Exhibits, Financial Statement Schedules	17
Item 16.	Form 10-K Summary	33

PART I

Cautionary Note Regarding Forward-Looking Statements

In addition to historical information, this Annual Report on Form 10-K of Groove Botanicals Inc. contains “forward-looking statements.” Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, future capital requirements, regulatory actions or delays and other factors that may cause actual results to be materially different from those described or anticipated by these forward-looking statements. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All forward-looking statements are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but there can be no assurance that we will realize our expectations or that our beliefs will prove to be correct.

There may be other factors of which we are currently unaware or which we currently deem immaterial that may cause our actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date they are made and are expressly qualified in their entirety by the cautionary statements included in this report. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date they were made or to reflect the occurrence of unanticipated events, or otherwise.

Item 1. Business.

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “registrant,” “we,” “our” or “us” refer to Groove Botanicals Inc. unless the context otherwise indicates.

Prior Operations

Organizational history

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~~its name to Snow Runner, Inc. In November 1994 we changed our name to the Sled Dogs Company. In May 1999, we changed our state of domicile to Nevada and our name to XDOGS.COM, Inc. On July 31, 1998, the ~~Corporation~~Company split their shares One (1) for Fifty-Four (54). On August 24, 2000, the ~~Corporation~~Company split their shares One (1) for Five (5) and changed our name from XDOGS.COM to XDOGS, Inc. We ~~changed~~ changed our symbol from XDGS to XDGI. On June 22, 2005, the ~~Corporation~~Company changed our name from XDOGS, Inc. to Avalon Oil and Gas, Inc. We changed our symbol from XDGI to AOGS. On July 22, 2005, the Board of Directors and a majority of the Company’s shareholders approved an amendment to our Articles of Incorporation to change the Company’s name to Avalon Oil & Gas, Inc., and to increase the authorized ~~number~~ number of shares of our common stock from 200,000,000 shares to 1,000,000,000 shares par value of $0.001. On May 15, 2007, the ~~Corporation~~ Company split its ~~their~~ shares One (1) for Twenty (20). We changed our symbol from AOGS to AOGN. On June 4, 2012, the Board of Directors approved an amendment to our Articles of Incorporation to a reverse split of the issued and outstanding shares of Common Stock of the ~~Corporation~~ Company (“Shares”) such that each holder of Shares as of the record date of June 4, 2012 shall receive one (1) post-split Share on the effective date of June 4, 2012 for each three hundred (300) Shares owned. The reverse split was effective on July 23, 2012. On September 28, 2012, we held a special meeting of Avalon’s shareholders and approved an amendment to the Company’s Articles of Incorporation such that the Company would be authorized to issue up to 200,000,000 shares of common stock. We filed an amendment with the Nevada Secretary of of State on April 10, 2013, to increase our authorized shares to 200,000,000. On July 23, 2012, the ~~Corporation~~Company split their shares One (1) for Three Hundred (300). On May 14, 2018, the ~~Corporation~~Company changed ~~our~~its name from Avalon Oil and Gas, Inc., to Groove Botanicals, Inc. We changed our symbol from AOGN to GRVE. On August 2, 2021, we filed a Form 15-12B to suspend our duty to file reports under sections 13 and 15(d) of the securities exchange act of 1934. Since inception we have operated unsuccessfully, in various different industries.

Present Operations

OnWe ~~September~~plan 14to assemble a portfolio of early-stage EV Battery Technologies developed from Universities in Norway, ~~2023~~Sweden and Finland, weand ~~filed~~seek agrants ~~registration~~from ~~statement~~the onState of Minnesota Department of Economic ~~Form~~Development ~~10-12g~~to ~~which~~find ~~was~~and ~~deemed~~identify ~~effective~~corporate bypartners to commercialize these technologies and ultimately produce revenues for the ~~Securities~~Company. The Company does not currently own any patents or technologies related to the EV battery industry, and ~~Exchange~~the ~~Commission~~process ~~(“SEC”)~~to onacquire ~~November~~patents and 8technologies can be costly, ~~2023~~and as such, the Company is not guaranteed to acquire any such patents.

WeManagement ~~plan~~believes tothat ~~assemble~~the atechnologies ~~portfolio~~available ofin ~~early-stage EV Battery~~the ~~Technologies~~specialized ~~developed~~energy ~~from~~industry ~~Universities~~present ina ~~Norway,~~stable ~~Sweden~~business ~~and~~model ~~Finland,~~with ~~and~~high ~~seek~~growth ~~grants~~potential ~~from~~and ~~the~~we ~~State~~are ofactively ~~Minnesota~~working ~~Department~~towards ofan ~~Economic~~impactful ~~Development~~acquisition toin ~~find~~this ~~and identify corporate partners to commercialize these technologies and ultimately produce revenues for the Company~~space.

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).

Principal Products

We do not currently have any products. We are working to assemble a portfolio of early-stage EV Battery Technologies.

Marketing, Sales and Customer Service

We currently are not undertaking any marketing or sales activities.

Competition

Entering the Green Energy Market is highly competitive and there are many large companies focusing on the industry. Several small companies have entered the space and caused it to become fragmented and the barrier for entry to the market is more complicated.

Intellectual Property

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.

Government and Industry Regulation

The Biden-Harris Administration and 117th Congress have passed critical legislation that will establish U.S. leadership in electric transportation ~~and~~ and maintain our global competitiveness in the automotive industry. The Infrastructure Investment and Jobs Act (https://www.congress.gov/bill/117th-congress/house-bill/3684) , and the Inflation Reduction Act (https://electrificationcoalition.org/work/federal-ev-policy/inflation-reduction-act/) are historic acts that invest hundreds of millions into the EV sector. They will bolster U.S. manufacturing and supply chains to support the transition for both the light-duty and medium- and heavy-duty sectors.

Beginning January 1, 2023, the Clean Vehicle Credit (CVC) provisions removed the manufacturer sales caps for vehicles sold after January 1, 2023, expanded the scope of eligible vehicles to include both EVs and FCEVs, and required that the battery powering the vehicle has a capacity of at least seven kilowatt-hours (kWh).

The National Highway Traffic Safety Administration (NHTSA) established the Battery Safety Initiative for Electric Vehicles (Initiative) to coordinate research and other activities relating to electric vehicle (EV) battery safety. The Initiative is responsible for:

• Collecting and analyzing data related to EV batteries; • Examining field incidents and conducting battery safety investigations from EV crash and non-crash events; • Researching and evaluating EV battery health, battery management systems and cybersecurity, and high-voltage battery charging failures and effects; and, • Investigating safety-related battery defects.

• Examining field incidents and conducting battery safety investigations from EV crash and non-crash events;

• Researching and evaluating EV battery health, battery management systems and cybersecurity, and high-voltage battery charging failures and effects; and,

• Investigating safety-related battery defects.

The NHTSA Initiative also participates in the development of Global Technical Regulation (GTR) No. 20 for EV Safety(PDF) (https://unece.org/fileadmin/DAM/trans/main/wp29/wp29wgs/wp29gen/wp29registry/ECE-TRANS-180a20e.pdf) which includes battery fire safety. For more information, see the NHTSA’s Initiative (https://www.nhtsa.gov/battery-safety-initiative) website.

The Secretaries of Transportation and Energy jointly established an EVWG to make recommendations regarding the development, adoption, and integration of light-, medium-, and heavy-duty electric vehicles (EVs) into the transportation and energy system of the United States. The EVWG is comprised of 25 members from federal agencies, the automotive industry, the energy industry, state and local governments, labor organizations, and the property development industry. The EVWG will produce three reports describing the status of EV adoption, including barriers and opportunities to scale up EV adoption, and recommendations for EV issues including EV charging station needs, manufacturing and battery costs, EV adoption for low- and moderate-income individuals and underserved communities, and EV charging station permitting and regulatory issues. The first report must be submitted within 18 months of the EVWG establishment, and the second and third reports each two years thereafter. Based on the EVWG reports, the Secretaries of Transportation and Energy must jointly develop, maintain, and update an EV strategy that includes how the federal, state, and local governments, and industry can establish quantitative transportation electrification targets, overcome barriers, provide public EV education and awareness, identify areas of opportunity in research and development to lower EV cost and increase performance, and expand EV charging station deployment. The Secretaries and the Working Group will use existing federal resources such as the Alternative Fuels Data Center (https://afdc.energy.gov/), the Energy Efficient Mobility Systems (https://www.energy.gov/eere/vehicles/energy-efficient-mobility-systems/) program, and the Clean Cities and Communities Coalition Network (https://cleancities.energy.gov). The EVWG was established on June 8, 2022, and will terminate upon the submission of the third and final report. For more information, see the EVWG (https://driveelectric.gov/ev-working-group/) website.

(Reference Public Law 117-58 (https://www.congress.gov/public-laws/117th-congress) and 23 U.S. Code 151 (https://www.govinfo.gov/))

New Policies which may impact our business plan:

“Donald Trump’s return to the presidency has brought sweeping changes to the electric vehicle (EV) and battery sectors. Among the most consequential moves, Trump revoked a 2021 executive order targeting 50% EV sales by 2030, a change certain to disrupt automakers’ strategies. The 2021 order had been instrumental in shaping automakers’ strategies and fostering EV adoption in the U.S. While the target was nonbinding, it was supported by major automakers, who now face significant uncertainties.

Trump’s administration has also frozen $5 billion allocated for EV charging stations, a move that will potentially slow the expansion of critical infrastructure needed to support widespread EV adoption. The administration also aims to eliminate state emissions waivers, such as California’s, which set stricter rules for phasing out gasoline-powered vehicles by 2035. If successful, this could stall progress in the transition to EVs in multiple states, affecting automakers who have invested heavily in EV development in response to these

regulations. Instead, Trump’s policies favor reallocating funds to bolster domestic battery manufacturing for “national defense supply chains.”

The Environmental Protection Agency (EPA) has been directed to reevaluate rules requiring automakers to increase EV production to meet stricter emissions controls by 2032. The administration’s swift policy reversal has already led to market volatility and raised concerns about the future of U.S. EV and battery initiatives.

Financial markets react to policy uncertainty

The financial impact of these changes has been immediate. Shares in Asian automakers and battery makers dropped following Trump’s announcements, highlighting the global ripple effects of U.S. policy shifts. South Korean battery manufacturers, such as LG Energy Solution and SK Innovation, experienced declines of 4.3% and 3.7%, respectively, as reported by Reuters. Japanese automakers also faced challenges, with Mazda Motor and Honda Motor shares falling 2% and 0.3%.

Despite these setbacks, Chinese EV manufacturers’ shares rose after Trump refrained from targeting Beijing in his inauguration speech, reflecting the intricate dynamics of global EV competition. Takahide Kiuchi, chief economist at Nomura Research Institute, told Reuters that additional tariffs and policy changes could worsen export conditions for Asian countries reliant on U.S. markets.

Impact on EV incentives and US manufacturers

Trump’s rollback of EV mandates includes a push to reconsider the popular $7,500 federal tax credit for EV purchases. Narrowing eligibility criteria for this tax credit could potentially reduce the number of qualifying vehicles, influencing consumer behavior by raising the effective cost of EVs. Automakers may need to adjust their strategies to account for this shift. While fully repealing the tax credit would require Congressional action, Trump’s administration may narrow eligibility criteria, reducing the number of vehicles that qualify for incentives. This could disproportionately impact companies like Tesla, General Motors, and Ford, which have invested heavily in U.S.-based battery factories to benefit from previous subsidies.

Automakers with Mexican manufacturing operations are also under pressure. Trump has indicated potential 25% tariffs on vehicles imported from Canada and Mexico, starting as early as February. These tariffs would significantly affect companies like Honda and Mazda, which rely on Mexican plants to supply the U.S. market. Nissan, which exports approximately 300,000 vehicles annually from Mexico to the U.S., also faces heightened risks.

Broader industry repercussions

The EV industry’s growth has been closely tied to stable incentives and policies. According to PwC, U.S. EV adoption was on track to reach 27 million vehicles by 2030, driven by government support. Trump’s abrupt policy reversals could stall this momentum, affecting both domestic and global manufacturers. The Financial Times noted that regulatory overhauls, while not immediate, could have a chilling effect on the market as automakers and investors adapt to new uncertainties.

Trump’s decision to resume issuing export permits for liquefied natural gas (LNG) projects and his emphasis on energy independence signal a broader shift away from clean energy initiatives.

Challenges ahead for automakers and battery makers

As the U.S. EV market adjusts to these sweeping changes, automakers and battery manufacturers must navigate an increasingly complex landscape. Legal challenges to Trump’s policies are likely, but the administration’s swift actions have already created significant market disruptions. For now, the industry faces an uncertain future, with stakeholders bracing for the long-term implications of these policy shifts.”

Credit: “Battery Technology”– Author Michael C. Anderson, Editor-in-Chief, Battery Technology, Informa Markets – Engineering, Copyright © 2025 All rights reserved. Informa Markets, a trading division of Informa PLC.

Employees

We have one full time employee, our President, Kent Rodriguez and a part time administrative assistant. The Board retains consultants and advisors on as needed basis. They are compensated with cash and also with the issuance of the Company’s common stock.

Research and Development

We did not have any research and development costs during fiscal ~~2024~~2025 and ~~2023~~2024.

~~Property~~4

Our corporate office is located at 310 Fourth Avenue South, Suite 7000, Minneapolis, Minnesota 55415. This office space is rented from an unaffiliated third party on a month-to-month basis, for a monthly rental cost of $1,200.

Recent Developments

Other Information

None

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

For risks relating to our operations, see “Risk Factors” contained in our Form 10-12g/A filed with the SEC on November 6, 2023

Item 1B. Unresolved Staff Comments

None

Item 1C. Cybersecurity

We recognize the importance of developing, implementing, and maintaining robust cybersecurity measures to protect our information systems and protect the confidentiality, integrity, and availability of our data. Presently our information systems are limited to databases maintained by third parties. As a result, we have limited policies and procedures to assess, identify, and manage material risk from cybersecurity threats. We assess risks from cybersecurity threats against our third-party information systems that may result in adverse effects on our information systems or any information residing therein. We conduct periodic and ad-hoc assessments to identify cybersecurity threats. Presently we do not believe there are any material threats to our systems.

Following these risk assessments, if needed, we evaluate whether and/or how to re-design, implement, and maintain reasonable safeguards to mitigate identified risks and reasonably address any identified gaps in existing safeguards. We do not yet have an IT manager given our limited exposure to risks, and therefore the review of our limited systems is undertaken by our President to manage the risk assessment and mitigation process. When applicable to our corporate structure and when we believe exposure to risks within our systems exceeds the current limited levels of exposure, we will monitor and test our safeguards and train our employees on the implementation of such safeguards, in collaboration with human resources, IT, and management, as available. We aim to promote a company-wide culture of cybersecurity risk management as we grow in size.

Risks from Cybersecurity Threats

As of the date of this report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition.

Governance

Our board of directors is responsible for monitoring and assessing strategic risk exposure. Our board of directors administers its cybersecurity risk oversight function directly as a whole. Our President is responsible for assessing and managing our material risks from cybersecurity threats and conducts this assessment on a regular basis, or at least once per year.

Item 2. Properties

Our corporate office is located at 310 Fourth Avenue South, Suite 700, Minneapolis, MN 55415. This office space is rented from an unaffiliated third party on a month-to-month basis under terms of a verbal agreement for a monthly rental of $1,200.

Item 3. Legal Proceedings

There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

Item 4. Mine Safety Disclosures

Not applicable

PART II

Market Information

Our common stock is currently quoted on ~~the~~OTCMarkets ~~OTC~~OTCID ~~market “Pink Sheets”~~ under the symbol GRVE. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Period	High	Low
Quarter ended March 31, 2025	0.0163	0.006
Quarter ended December 31, 2024	0.0163	0.0012
Quarter ended September 30, 2024	0.02	0.0053
Quarter ended June 30, 2024	0.050	0.005
Quarter ended March 31, 2024	.050	.020
Quarter ended December 31, 2023	.127	.023
Quarter ended September 30, 2023	.177	.035
Quarter ended June 30, 2023	.298	.043
Quarter ended March 31, 2023	.090	.041
Quarter ended December 31, 2022	.060	.039
Quarter ended September 31, 2022	.065	.036
Quarter ended June 30, 2022	.038	.038

b) Holders

On March 31, ~~2024~~2025, there are approximately 720 holders of record of our common stock.

c) Dividends

Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. Holders of Series A Stock are entitled to receive dividends on shares of Series A Preferred equal (on an as-converted to common stock basis) to and in the same form as dividends actually paid on our common stock.

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 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 the 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 fiscal year ended March 31, 2024, the holder of the Series A preferred shares accrued $40,000 in preferred dividends from the Series A preferred shares.~~

~~Series~~During Bthe ~~Preferred~~fiscal ~~Stock~~year ~~holds~~ended ~~designations~~March of31, ~~being~~2025, ~~ranked junior~~and ~~to the Series A Preferred Stock~~2024, ~~cash dividends at~~ the holder ~~rate~~ of ~~9% of~~ the ~~amount per share of~~ Series BA ~~Preferred~~preferred ~~Stock~~shares ~~per~~accrued ~~annum in the form of “Preferred Dividends”~~$40,000 ain ~~dividend~~preferred ~~received~~dividends ~~deduction~~from ~~for federal income tax purposes, liquidation preferences ranked junior to~~ the Series A ~~Preferred~~preferred ~~Stock,~~shares. ~~redemption~~A oftotal ~~the Series B Preferred Stock by the Company at 105%~~ of ~~the Stated Value~~$80,000 ~~plus accrued~~ and ~~unpaid Dividends~~$40,000 ifin ~~prior~~dividends towas ~~the~~outstanding ~~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 to notice of certain corporate action. All accrued dividends on the Series B has been settled through March 31, ~~2023~~2025, and ~~none currently remains outstanding. Dividends began to accrue on the Series B Preferred Stock as of April 1, 2023. During the fiscal year ended~~ March 31, 2024, ~~the holders of the Series B preferred shares accrued $178,468, in preferred dividends from the Series B preferred shares~~respectively.

5 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 to notice of certain corporate action. All accrued dividends on the Series B have been settled through March 31, 2023, and none currently remains outstanding. Dividends began to accrue on the Series B Preferred Stock as of April 1, 2023.

During the fiscal year ended March 31, 2025, and 2024, the holders of the Series B preferred shares accrued $178,468, in preferred dividends from the Series B preferred shares. A total of $356,940 and $178,470 in dividends was outstanding at March 31, 2025, and March 31, 2024, respectively.

d) Securities Authorized for Issuance Under Equity Compensation Plans

No equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal years ended March 31, ~~2024~~2025 and ~~2023~~2024. We have no equity compensation plans at this time.

e) Recent Sales of Unregistered Securities

On April 8, 2022, the Company issued 500,000 shares of common stock, 250,000 each to two separate parties, of which it had previously committed in exchange for $10,000 it had received, $5,000 from each party, received on March 22, 2022.

On April 8, 2022, the Company issued 2,500,000 shares of common stock, of which it had previously committed in exchange for $40,000 it had received on March 23, 2022.

On October 4, 2022, the Company issued 150,000 shares of common stock in exchange for $3,000 received.

On October 4, 2022, the Company issued 250,000 shares of common stock in exchange for $4,963 received.

On December 1, 2022, the Company issued 500,000 shares of common stock in exchange for consulting services. These shares were issued with an approximate value of $0.0598 per share, based on the fair market value as of their date of issuance.

On December 1, 2022, the Company issued 1,500,000 shares of common stock to three different parties in the amounts of 1,000,000, 250,000, and 250,000, in exchange for $29,970 received.

On December 1, 2022, the Company issued 250,000 shares of common stock in exchange for $4,970 received.

On January 31, 2023, the Company issued 2,750,000 shares of common stock for conversion of debt.

On February 21, 2023, the Company issued 50,000 shares of common stock for website and social media services. These shares were issued with a value of $0.08 per share.

On April 15, 2023, the Company issued 1,000,000 shares of common stock in exchange for consulting services. These shares were valued at $0.0783 per shares per their corresponding consulting agreement.

On December 20, 2023, the Company issued 1,000,000 shares of common stock in exchange for $20,000 in cash proceeds.

There were no further shares of common stock issued from December 20, 2023 to March 31, 2025.

f) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~The~~This ~~following~~Annual ~~discussion~~Report on Form 10-K contains predictions, estimates and ~~analysis~~other forward-looking statements relating to future events or our future financial performance. In some cases, you can ofidentify forward-looking statements by terminology such as “may,” “should,” “intends,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the ~~results~~negative of ~~our~~these ~~operations~~terms or other comparable terminology. Forward-looking statements involve known and unknown ~~financial~~risks, ~~condition~~uncertainties ~~should~~and beother ~~read~~factors including the risks set forth in ~~conjunction~~the ~~with~~section entitled “Risk Factors” in our registration ~~financial~~statement ~~statements~~on Form 10-12G/A, as filed with the Securities and Exchange Commission (the ~~notes~~“SEC”) ~~to those~~on ~~financial~~November ~~statements~~6, 2023, that ~~are~~may ~~included~~cause ~~elsewhere~~our inactual ~~this~~results, ~~Report.~~performance ~~All~~or ~~monetary~~achievements ~~figures~~to ~~are~~be ~~presented~~materially indifferent ~~U.S.~~from ~~dollars~~any future results, ~~unless~~performances ~~otherwise~~or achievements ~~indicated~~expressed or implied by the forward-looking statements.

~~Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.~~ Forward-looking statements ~~are,~~ byrepresent ~~their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions;~~ our ~~ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions;~~management’s ~~new~~beliefs ~~product development~~ and ~~introduction;~~assumptions ~~existing~~only ~~government~~as ~~regulations~~of ~~and changes in, or~~ the ~~failure~~date ~~to comply with, government regulations; adverse publicity; competition; the loss~~ of ~~significant~~this ~~customers~~Report. orYou ~~suppliers;~~should ~~fluctuations~~read ~~and~~this ~~difficulty~~Report inwith ~~forecasting operating results; change in business strategy or development plans; business disruptions;~~ the ~~ability~~understanding tothat ~~attract~~our ~~and~~actual ~~retain qualified personnel; the ability~~future toresults ~~protect~~may ~~technology; the risk of foreign currency exchange rate; and other risks that might~~ be ~~detailed~~materially different from ~~time~~what towe ~~time in our filings with the SEC~~expect.

~~Although~~All ~~the~~ forward-looking statements in ~~this~~speak ~~Report~~only ~~reflect~~as ~~the good faith judgment~~ of ~~our~~the ~~management, such statements can only be based~~ date on ~~facts~~which ~~and~~they ~~factors~~are ~~currently known by them~~made. ~~Consequently,~~We ~~and~~undertake ~~because~~no ~~forward-looking~~obligation ~~statements~~to ~~are~~update ~~inherently~~such ~~subject~~statements to ~~risks~~reflect ~~and~~events ~~uncertainties,~~that ~~the~~occur ~~actual~~or ~~results~~circumstances ~~and~~that exist ~~outcomes~~after ~~may differ materially from~~ the ~~results~~date ~~and~~on ~~outcomes~~which ~~discussed~~they ~~in the forward-looking statements. You~~ are ~~urged to carefully review and consider the various disclosures~~ made, byexcept ~~us in this report~~ as werequired ~~attempt~~by tofederal ~~advise~~securities ~~interested parties of the risks~~ and ~~factors~~any ~~that may~~other ~~affect~~applicable ~~our business, financial condition, and results of operations and prospects~~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 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. He will be able to influence the outcome of all corporate actions requiring the approval of our stockholders.

Results of Operations

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.

Operating Expenses

For the fiscal years ended March 31, ~~2024~~2025 and ~~2023~~2024 we had the following operating expenses:

	For the Year ended March 31,
	2024		2023
	2025		2024
Operating expenses:
Selling, General and Administrative Expenses	$	73,~~743~~087	$	7573,~~468~~743
Rent		1815,~~576~~435		1118,~~796~~576
Legal and Professional Expenses		9542,~~962~~312		5895,~~350~~962
Consulting Expense		~~78,300~~—		2978,~~900~~300
Total operating expenses	$	~~266~~130,~~581~~834	$	~~175~~266,~~514~~581

Total operating expenses for the fiscal year ended March 31, ~~2024~~ 2025, were $~~266~~130,~~581~~834 as compared to total operating expenses of $~~175~~266,~~514~~581 for the fiscal year ended March 31, ~~2023~~2024. ~~During~~The decrease in operating expenses during the fiscal year ended March 31, ~~2024~~2025, ~~the~~is ~~Company~~mainly ~~incurred~~due to a reduction in consulting expenses from $1878,~~576 of~~300 ~~rent~~(March ~~expense~~31, ~~legal~~2024) ~~and~~to ~~professional~~$Nil ~~expenses~~(March ~~of $95~~31,~~962,~~ ~~consulting~~2025). Consulting expenses ofrecorded ~~$78,300~~in ~~and~~the ~~$73,743~~year ofended ~~selling~~March 31, ~~general~~2024 ~~and~~were ~~administrative~~the result ~~expenses~~of ~~which~~a ~~consisted~~consulting ~~primarily~~agreement ~~of;~~with ~~payroll~~an ~~and~~independent ~~related~~third ~~costs~~party ofsettled ~~$48,000,~~by ~~advertising~~shares ~~and~~of ~~promotion~~common ~~expenses~~stock ofvalued at $~~416~~78,300 ~~insurance~~which ~~expenses~~terminated in the ofperiod $5ended March 31,~~612,~~ ~~transfer~~2024. ~~agent~~The ~~expenses~~Company ofrecorded ~~$5,267~~a ~~and~~slight ~~other~~reduction ~~selling,~~in general, and administrative expenses offrom $1473,~~448.~~743 ~~The~~in ~~increase~~the ~~was primarily~~fiscal ~~due~~year toended anMarch ~~increase~~31, in2024, ~~consulting~~to ~~expenses from~~ $2973,~~900~~087 ~~(2023)~~for tothe ~~$78~~fiscal year ended March 31,~~300~~ ~~(2024)~~2025. ~~and~~Rent ~~legal~~remained ~~and~~relatively ~~professional~~constant ~~expenses,~~for ~~which~~the ~~increased~~fiscal years ~~from$58,350~~ended ~~(2023)~~March to31, ~~$95~~2025,~~962~~ (and 2024), ~~due~~with toa ~~the~~slight ~~filing~~decrease of a$3,141 ~~registration statement~~ in the fiscal ~~2024.~~year ~~Rent~~ended ~~increased~~March ~~from~~31, ~~$11~~2025,~~796~~ due to ~~$18,576~~the cancellation of previously ~~and~~rented ~~selling~~storage ~~and~~space ~~general~~during ~~expenses~~the year ended March 31, 2025. Professional fees decreased from $7595,~~468~~962 (~~2023)~~March ~~to $73~~31,~~743~~ (2024). ~~Selling~~to $42,312 ~~general and administrative expenses~~ for the fiscal year ended March 31, ~~2023~~2025 ~~consisted~~substantially ~~primarily~~due ~~of;~~to ~~payroll~~a ~~and~~reduction ~~related~~in audit costs ofand ~~$48,000,~~professional ~~advertising~~fees ~~and~~in ~~promotion~~the ~~expenses~~current offiscal ~~$5,393,~~year. Increased ~~insurance~~professional ~~expenses~~fees ofin ~~$5,064,~~fiscal ~~other~~2024 ~~selling,~~were ~~general,~~the ~~and~~result ~~administrative expenses~~ of ~~$17,369,~~filing ~~offset~~a byForm a10 ~~credit~~with tothe ~~transfer~~SEC and ~~agent~~the associated requirement for additional legal and accounting fees ofassociated ~~$358~~with these filings.

Other Income (Expense)

	March 31, 2024			March 31, 2023
Other Income (Expense)
Amortization of Debt Discount	$	—		$	~~(74,876~~—	)
Change in Derivative Liability		—			~~95,575~~—
Gain on Settlement of Debt		~~71,242~~—			5471,~~571~~242
Interest Income (Expense)		~~(6,750~~—	)		(216,~~662~~750	)
Miscellaneous Other Income (Expense)		—			~~1,180~~—
Total Other Income (Expense)	$	~~64,492~~—		$	5464,~~788~~492

Other ~~income~~ ~~was~~income ~~$64,692~~ in the fiscal year ended March 31, ~~2024~~ 2025, was ~~and comprised of a gain on settlement of debt of $71~~nil,~~242~~ ~~offset~~as bycompared ~~interest~~to ~~expense of $6,750. Other~~ other income ~~was $54,788~~ in the fiscal year ended March 31, ~~2023~~2025, ~~which included a gain as a result~~ of ~~a change in the value of derivative liabilities of~~ $9564,~~575~~492, comprised of a gain on settlement of certain debt ofby ~~$54,571~~the ~~and~~issuance ~~miscellaneous~~of ~~other~~stock ~~income~~valued ofat $171,~~180~~242, offset by ~~amortization~~interest ~~of debt discount~~ expense of $746,~~876~~750 ~~and~~with ~~interest~~no comparable expense in the fiscal year ended ofMarch ~~$21~~31,~~662~~ 2025.

Net Loss

We had a net loss of $202,089 in the year ended March 31, 2024 compared to a net loss of $120,726 in the year ended March 31, 2023. The increase to the reported loss in the current year end is primarily due to an increase in legal and professional expenses and increased consulting fees.

Net (loss)	$	(130,834	)	$	(202,089	)

Dividend on Preferred Stock		(218,470	)		(218,470	)
Net (loss) attributable to common shareholders	$	(349,304	)	$	(420,559	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)

7 We reported a net loss of $130,834 for the fiscal year ended March 31, 2025, as compared to a net loss of $202,089 in the fiscal year ended March 31, 2024.

~~Statement~~Dividends ofon ~~Cash~~Preferred ~~Flows~~Stock

~~The~~Dividends ~~following~~on ~~table~~Preferred ~~summarizes~~Stock ~~our~~remained ~~cash~~constant ~~flows~~at $218,470 for each of the ~~period~~fiscal years ended March 31, 2025 and 2024. These dividends on preferred stock are required subject to the designation ~~presented:~~of the preferred stock and contribute to the net loss attributable to our common stockholders.

	For the Year ended March 31,
	2024			2023
Net cash used by operating activities	$	(86,835	)	$	(95,503	)
Net cash provided from (used by) investing activities		—			—
Net cash provided from financing activities		83,957			51,535
Decrease in cash and cash equivalents	$	(2,878	)	$	(43,968	)

Operating Activities

~~During~~The ~~the~~following ~~year~~table ~~ended~~summarizes ~~March~~our ~~31,~~operating ~~2024~~activities ~~we used cash of $2,878~~for ~~as compared to~~ the ~~year~~period ~~ended March 31, 2024, where we used cash of $43,968.~~presented:

	For the Year ended March 31,
	2025			2024
Net cash used by operating activities	$	(107,422	)	$	(86,835	)
Net cash provided from (used by) investing activities		—			—
Net cash provided from financing activities		107,776			83,957
Net Change in Cash	$	354		$	(2,878	)

Cash Used in Operating Activities

Cash used in operating activities for the year ended March 31, ~~2024~~2025 was $86107,~~835~~422 as compared to $9586,~~503~~835 used in the year ended March 31, ~~2023~~2024.

~~Cash~~Net cash used in operating activities for the ~~year~~fiscal year ended March 31, ~~2024~~2025, was primarily the result of a net loss of $~~202~~130,~~089~~834, offset by non-cash ~~operating~~items ~~activities~~ including ~~a gain on settlement of debt of $71,242,~~ accrued ~~interest of $6,750, stock issued for outside services of $78,300, accrued~~ payroll of $48,000, ~~changes to working capital included~~ an increase in prepaid expenses of $282,024 anand ~~increase~~a decrease in accounts payable and accrued liabilities of $5322,~~418~~564.

~~Cash~~Net cash used in operating activities for the ~~year~~fiscal year ended March 31, ~~2023~~2024, was primarily the result of a net loss of $~~120~~202,~~726~~089 offset by ~~non-cash operating activities including~~ a gain on settlement of debt of $5471,~~571~~242, a ~~change~~and ~~in derivative liabilities of $95~~non-cash items,~~575,~~ including stock issued for outside services of $3378,~~900~~300, accrued ~~payroll of $48,000, accrued~~ interest of ~~$14,504, interest settled with stock~~ of $76,~~158~~750 and ~~bad~~accrued ~~debt~~payroll of $2548,000. ~~changes~~Changes toin working capital ~~included~~include aan ~~decrease~~increase into ~~prepaid~~accounts ~~expenses of~~payable ~~$482,~~and aaccrued ~~decrease~~liabilities ~~to accounts receivable~~ of $~~226~~53,418 and a decrease in ~~accounts~~prepaid ~~payable~~expenses ~~and accrued liabilities~~ of $~~2,838~~28.

Cash Provided by Investing Activities

There was no cash provided by investing activities for the years ended March 31, ~~2024~~2025 and ~~2023~~2025.

Cash Provided by Financing Activities

	March 31, 2024			March 31, 2023
Cash Flow From Financing Activities
Funds received from Related Party		~~104~~107,~~915~~776			~~168~~104,~~000~~915
Funds distributed to Related Party		~~(958~~—	)		(~~9,428~~958	)
Repayment of Outstanding Convertible Debt		~~(40,000~~—	)		(5440,~~650~~000	)
Repayment of Outstanding Contingent Liability		—			~~(95,350~~—	)
Funds received for Issuance of Common Stock		~~20,000~~—			4220,~~963~~000
Net Cash From Financing Activities		83107,~~957~~776			5183,~~535~~957

During the year ended March 31, 2024, financing activities provided cash of $124,915 as a result of related party advances of $104,915 and funds received for the issuance of common stock of $20,000 for ongoing operations, offset by funds paid to a related party of $958 and repayments of outstanding convertible debt of $40,000 for net cash from financing activities of $83,957.

During the fiscal year ended March 31, ~~2023,~~2025 financing activities ~~provided~~consisted ~~cash~~solely of ~~$210,963 as a result of~~ related party advances ofin ~~$168,000 and funds received for~~ the ~~issuance~~amount of ~~common stock of~~ $42107,963 for ongoing operations, offset by funds paid to a related party of $9,428 and repayments of outstanding convertible debt of $54,640 and the repayment of an outstanding contingent liability of $95,350 for net cash from financing activities of $51,535776.

Liquidity and Capital Resources

We are in need of additional cash resources to maintain our operations. As of March 31, ~~2024~~2025 we had cash of $12,~~688~~042 and prepaid expenses of $2,478. 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~~ additional funds for operations, the service of debt and to fund our business objectives. There can be no assurance that financing, whether ~~debt~~ 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.

If we do not have sufficient working capital to pay our operating costs for the next 12 months, we will require additional funds to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business. Once these costs are accounted for, we will focus on assembling a portfolio of early-stage EV Battery Technologies developed by Universities in Norway, Sweden and Finland

Any failure to raise money will have the effect of delaying the timeframes in the business plan as set forth above, and the Company may have to push back the dates of such activities.

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 $~~202~~130,~~089~~834 and $~~120~~202,~~726~~089 for the fiscal years ended March 31, ~~2024,~~2025 and ~~March 31~~2024, ~~2023,~~ respectively. The Company’s accumulated deficit was $3435,~~847~~196,~~277~~581 and $34,~~426~~847,~~718~~277 as of March 31, ~~2024~~2025, and March 31, ~~2023~~2024, respectively. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated ~~financial~~ financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary ~~should~~ 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. Our auditors express substantial doubt about our ability to continue as a going concern.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

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. Actual results could differ from those estimates.

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 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, 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.

Beneficial Conversion Feature

The Company measures certain convertible debt using a nondetachable conversion feature known as a beneficial conversion feature, or BCF. A convertible instrument contains a BCF when the conversion price is less than the fair value of the shares into which the instrument is convertible at the commitment date. From time to time, the Company may issue convertible notes that may contain a beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Debt Issuance Cost

Debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense over the term of the debt using the effective interest method. The unamortized amount is presented as a reduction of debt on the balance sheet.

In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. Two methods of transition were permitted upon adoption: full retrospective and modified retrospective. The Company has yet to adopt ASC 2020-06. The accounting impact will be a reclassification from Additional Paid-In Capital to Retained Earnings. The Company adopted ASC 2020-06 as of April 1, 2023.

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company does not believe the adoption of ASU 2023-07 will have any impact on our financial statements.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. We are evaluating the impact of adopting ASU 2023-09 on our financial statements.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact the adoption of this rule, if any, may have on our financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risks.

Disclosure in response to this Item is not required for a smaller reporting company.

Item 8. Financial Statements and Supplementary Data.

The financial statements required by this Item 8 are included in this Annual Report beginning on page F-1.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

On May 8, 2024, the Board of Directors of Groove Botanicals Inc. (the “Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against BF Borgers that it failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”). As part of the settlement, BF Borgers agreed to a permanent ban on appearing or practicing before the SEC (the “Ban”). As a result of BF Borgers’ settlement with the SEC, the Company dismissed BF Borgers as its independent accountant.

The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended March 31, 2023 and 2022 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 other than an explanatory paragraph relating to the Company’s ability to continue as a going concern. The Company had not yet engaged a report from BF Borgers for our fiscal year ended March 31, 2024 as of the date of the Ban.

During the fiscal years ended March, 2023 and 2022, and through the date of termination, May 8, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended March 31, 2023 and 2022, and through May 8, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report.

The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

On June 13, 2024, the Board of Directors approved the appointment of M.S. Madhava Rao, Chartered Accountant (“Rao”) as the Company's new independent registered public accounting firm, effective immediately, to perform independent review and audit services for the fiscal years ending March 31, 2024 and 2023. During the fiscal years ended March 31, 2024 and 2023 and through June 13, 2024, date of engagement, neither the Company, nor anyone on its behalf, consulted Rao regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Rao that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As of March 31, ~~2024~~2025, we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective, as of March 31, ~~2024~~2025.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer [and principal financial officer], we conducted an evaluation of the effectiveness, as of March 31, ~~2024~~2025, of our internal control over financial reporting based on the framework in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was not effective as of March 31, ~~2024~~2025 due to material weaknesses in our internal control over financial reporting described below.

Our internal controls 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, the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material weaknesses, 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.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, ~~2024~~2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this report:

Name		Age		Position
Kent Rodriguez		6667		Director, President, Treasurer, Secretary

Background of Executive Officers and Directors

Our directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.

Kent Rodriguez

Mr. Rodriguez joined the Company as Chief Executive Officer, Secretary, and Principal Financial Officer in May 2009. Since 1995, he has been the Managing Partner of Weyer Capital Partners, a Minneapolis-based venture capital corporation. He has a B.A. degree in Geology from Carleton College, and an Executive MBA from the Harvard Business School. Mr. Rodriguez is the related party who has provided funds to the Company, which are owed back to him and can be found within the Balance Sheets and footnotes referenced throughout this filing as related party payables.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Board Composition

Our business and affairs are managed under the direction of our board of directors, which presently consists of one member. Our current director will continue to serve as a director until his resignation, removal or successor is duly elected.

Our certificate of incorporation and our bylaws permit our board of directors to establish the authorized number of directors from time to time by resolution. Each director serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death, resignation or removal.

Involvement in Certain Legal Proceedings

As of the filing of this Annual Report on Form 10-K, there are no legal proceedings, and during the past ten years there have been no legal proceedings, that are material to an evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

Committees of Our Board of Directors

Our board of directors has not established any committees.

We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.

We do not currently have a “financial expert” within the meaning of the rules and regulations of the SEC.

The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Code of Business Conduct and Ethics

The Company has not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and because management’s attention has been focused on matters pertaining to raising capital and the operation of the business.

Risk and Compensation Policies

The Company does not have any risk and compensation policies.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, each of Kent Rodriguez and Douglas Barton are delinquent in filing a Form 3 report. Mr. Barton resigned from the Company’s board of directors as of July 29, 2024.

Item 11. Executive Compensation.

On an annual basis the company accrues $48,000 of wages payable, $4,000 monthly, to its CEO Kent Rodriguez. On April 1, 2020, the Company entered into an employment agreement with its CEO which designates monthly payments due to CEO Kent Rodriguez in the amount of $4,000 each month. This agreement ~~shall~~continued ~~continue~~ for four years until March 31, 2024 and was renewed for a further term on expiry.

The following table illustrates compensation accrued to the executive team during the fiscal years ended March 31, 2024 and 2023:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Nonequity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Kent Rodriguez, CEO*	Fiscal Year ended March 31, ~~2024~~2025	$48,000	-	-	-	-	-	-73,195(1)	$48121,~~000~~195
Kent Rodriguez, CEO*	Fiscal Year ended March 31, ~~2023~~2024	$48,000	-	-	-	-	-	-73,195(1)	$48121,~~000~~195

*Total compensation accrued for Kent Rodriguez during each fiscal year is $48,000 total, which includes his compensation as CEO as well as Director.

(1) Included in other compensation are accrued dividends for Mr. Rodriguez ownership of 100% of the Company’s Series A Preferred shares and 18.6% of the Company’s Series B preferred shares.

Outstanding Equity Awards at Fiscal Year-End

As of March 31, ~~2024~~2025, there were no outstanding equity awards.

Director Compensation

No compensation was paid to our directors for services rendered during the years ended March 31, 2024, and 2023.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of March 31, ~~2024~~2025, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our Named Executive Officers and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Groove Botanicals Inc., 310 Fourth Avenue South, Suite 700, Minneapolis, MN

The following table sets forth, as as of March 31, ~~2024~~2025, information regarding beneficial ownership of our capital stock by:

● each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; ● each of our directors; ● each of our named executive officers; and ● all of our current executive officers, and directors as a group.

●In ~~each~~the table below, percentage ownership is based on 59,643,062 shares of our ~~directors;~~Common Stock issued and outstanding as of March 31, 2025.

● each of our named executive officers; and

● all of our current executive officers, and directors as a group.

In the table below, percentage ownership is based on 59,643,062 shares of our Common Stock issued and outstanding as of March 31, 2024.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Name of Beneficial Owner	Number of Shares Beneficially Owned (2)			Percentage of Shares Beneficially Owned (2)
5% or Greater Stockholders
Directors and Named Executive Officers
Kent Rodriguez, President, Secretary, Treasurer and Director		62,081,840	(1)		.5101%
Douglas Barton, Director(3)		760,667			.0128%
All directors, directors nominees and executive officers as a group ( 1person):		62,081,840	(1)		.5101%
All directors, directors nominees and executive officers as a group (2 persons):		62,842,507	(1)		.5229%

(1) This amount includes a total of 62,077,473 common shares issuable upon conversion of 100 shares of Series A Convertible Preferred Stock and 4,367 shares of common stock issued and outstanding;

(1)	This amount includes a total of 62,077,473 common shares issuable upon conversion of 100 shares of Series A Convertible Preferred Stock and 4,367 shares of common stock held by Mr. Rodriguez.
(2)	Fully diluted shares outstanding for purposes of calculation totals 121,720,535, including 62,077,473 common shares issuable to Kent Rodriguez upon conversion of 100 shares of Series A Convertible Preferred Stock

	(2)	Fully diluted shares outstanding for purposes of calculation totals 121,720,535, including 62,077,473 common shares issuable to Kent Rodriguez upon conversion of 100 shares of Series A Convertible Preferred Stock
	(3)	Mr. Barton resigned from the Company’s board of directors as of July 29, 2024.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Policies and Procedures for Related Person Transactions

We do not currently have a formal, written policy or procedure for the review and approval of related party transactions. However, all related party transactions are currently reviewed, and as may be necessary, approved by our Board of Directors.

Director Independence

During fiscal ~~2024~~2025, to July 29, 2024 and ~~2023~~2024 we had one independent director, Douglas Barton. Mr. Barton resigned from the Company’s board of directors as of July 29, 2024. As at July 29, 2024, we did not have any independent directors.

Related Transactions

The Company had a related party payable of $~~453~~608,~~057~~833 and $~~301~~453,~~100~~057 outstanding as of March 31, ~~2024~~2025, and March 31, ~~2023~~2024, 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 an employment agreement with its CEO entered into April 1, 2020, which designates monthly payments due to CEO Kent Rodriguez in the amount of $4,000. This agreement continued through March 31, 2024, and was subsequently renewed. These payables accrue no interest and have no maturity date.

OnDuring ~~June~~the 3fiscal year ended March 31, ~~2022~~2025 and 2024, the Company ~~received~~accrued a$40,000 ~~loan~~in preferred dividends from the ~~Company’s CEO~~Series inA ~~the~~preferred ~~amount~~shares ofto ~~$125,000~~Mr. ~~These~~Kent ~~funds~~Rodriguez, ~~were~~the ~~wired~~holder toof the ~~Company~~Series inA ~~order~~Preferred shares. toUpon ~~reach~~conversion athe ~~settlement~~number of ~~the~~shares ~~debts~~of ~~described~~common instock ~~Note~~to 6 be exchanged shall equal 51% of the ~~financial~~then ~~statements~~fully ~~appended~~diluted ~~hereto~~issued and outstanding common stock.

~~During~~The ~~the fiscal year ended March 31, 2024, the~~ Company further accrued $4033,~~000~~195 in preferred dividends for ~~from the Series A preferred shares to~~ Mr. ~~Kent~~ Rodriguez,’ ~~the~~ownership ~~holder~~of 18.6% of the Series AB Preferred ~~shares. Upon~~Shares ~~conversion~~in the ~~number~~years ofended ~~shares~~March of31, ~~common~~2025 ~~stock to be exchanged shall equal 51% of the then fully diluted issued~~ and ~~outstanding common~~2024, ~~stock~~respectively.

Item 14. Principal Accounting Fees and Services

Prior Audit Firm

Current Audit Firm

On June 13, 2024, the Board of Directors of Groove Botanicals Inc. (the “Company”) approved the appointment of M.S. Madhava Rao, Chartered Accountant (“Rao”) as the Company's new independent registered public accounting firm, effective immediately, to perform independent review and audit services for the fiscal years ending March 31, 2024 and 2023.

~~Fees~~Rao ~~Billed~~is tothe current auditor for the Company in for the fiscal year ~~2024~~ending ~~and~~March ~~2023~~31, 2025.

~~The~~Fees ~~following~~Billed ~~table~~to ~~sets forth~~ the ~~fees billed to us by current~~Company ~~auditor~~in ~~M.S. Madhava Rao, for professional services rendered for the~~ fiscal year ~~ended~~2025 ~~March 31, 2024~~ and March 31, 2023, all of which are incurred in the year ended March 31, 2024. We have excluded from this table fees paid to our former auditor, BF Borgers CPA PC (“Borgers”), as Borgers has received a permanent ban on appearing or practicing before the SEC and any reports formerly issued by Borgers are no longer valid.2025

	March 31, 2024		March 31, 2023
Audit fees(1)	$	18,000	$	11,000
Audit related fees(2)		—		—
Tax fees(3)		—		—
All other fees		—		—
Total fees	$	29,000	$	33,000

The following table sets forth the fees billed to us by current auditor M.S. Madhava Rao, for professional services rendered for the fiscal year ended March 31, 2025 and March 31, 2024.

(1) Audit Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements.

	March 31, 2025		March 31, 2024
Audit fees⁽¹⁾	$	28,500	$	29,000
Audit related fees⁽²⁾		—		—
Tax fees⁽³⁾		—		—
All other fees		—		—
Total fees	$	28,500	$	29,000

(2) Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees.

(1)	Audit Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements.
(2)	Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees.
(3)	Tax Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our tax returns

~~(3) Tax Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our tax returns~~17

PART IV.

Item 15. Exhibits and Financial Statement Schedules.

(a) List of Financial Statements, Financial Statement Schedules and Exhibits.

(1) Financial Statements. The following financial statements of Groove Botanicals Inc. are included in this Annual Report beginning on page F-1:

	Page
For the Years Ended March 31, 2024 and 2023
For the Years Ended March 31, 2025 and 2024
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6662)	18
Consolidated Balance Sheets	20
Consolidated Statements of Operations	21
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	22
Consolidated Statements of Cash Flows	23
Notes to Consolidated Financial Statements	24

1718

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~August~~July 1415, ~~2024~~2025

Audit Committee/Board of Director

Groove Botanicals, Inc.

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

Opinion on the financial statements

We audited the accompanying balance sheets of Groove Botanicals, Inc. (“the Company”) as of March 31, ~~2024~~2025 and ~~2023~~2024 and the related statements of operations, stockholders’ equity, and cash flows for years then ended and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has an accumulated deficit of $3435,~~847~~196,~~277~~581 for the year ended March 31, ~~2024~~2025. These factors as discussed in Note 3 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits. we are required to obtain an understanding of internal control over financial reporting not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.

Related party transactions.

As discussed in Note 5 to the financial statement, the Company has borrowed from related parties an amount $~~453~~608,~~057~~833 as of the date of March 31, ~~2024~~2025. The procedure performed to address the matter included: obtaining confirmation from related party.

We have served as the Company’s auditor since 2024.

/s/ M. S. Madhava Rao

M. S. Madhava Rao, Chartered Accountant

Bangalore, India

~~August~~July 1415, ~~2024~~2025

Groove Botanicals, Inc.
Consolidated Balance Sheets

	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
ASSETS
Current Assets:
Cash	$	12,~~688~~042		$	41,~~566~~688
Prepaid Expenses		~~454~~2,478			~~482~~454
Total Current Assets		24,~~142~~520			52,~~048~~142
TOTAL ASSETS	$	24,~~142~~520		$	52,~~048~~142
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities	$	9168,~~172~~608		$	3791,~~754~~172
Interest Payable		—			14,492
Related Party Payable		608,833			453,057
Related Party Payable		453,057			301,100
Dividends payable		356,940			178,470
Convertible Notes Payable		—			90,000
Dividends payable, related party		80,000			40,000
Dividend payable, related parties		218,470			—
Total Current Liabilities		1,114,381			762,699
Total Current Liabilities		762,699			443,346
Total Liabilities		1,114,381			762,699
Total Liabilities		762,699			443,346
Stockholders’ Equity
Preferred Stock, Series A, $0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of March 31, 2024, and March 31, 2023		10			10
Preferred Stock, Series A, $0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of March 31, 2025, and March 31, 2024		10			10
Preferred Stock, Series B, $0.10 par value, 2,000 shares authorized; 1,983 shares issued and outstanding as of March 31, 2024, and March 31, 2023		198			198
Preferred Stock, Series B, $0.10 par value, 2,000 shares authorized; 1,983 shares issued and outstanding as of March 31, 2025, and March 31, 2024		198			198
Common Stock, $0.001 par value, 200,000,000 shares authorized; 59,643,062 and 57,643,062 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively		59,643			57,643
Common Stock, $0.001 par value, 200,000,000 shares authorized. and 59,643,062 shares issued and outstanding as of March 31, 2025, and March 31, 2024		59,643			59,643
Additional paid-in capital		34,026,869			3334,~~930~~026,~~569~~869
Accumulated deficit		(3435,~~847~~196,~~277~~581	)		(34,~~426~~847,~~718~~277	)
Total stockholder’s equity		(~~760~~1,~~557~~109,861	)		(~~438~~760,~~298~~557	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$	24,~~142~~520		$	52,~~048~~142

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

Groove Botanicals, Inc.
Consolidated Statements of Operations

	For the Years Ended March 31,
	2024			2023
	2025			2024
Expenses:
Selling, General and Administrative Expenses	$	73,~~743~~087		$	7573,~~468~~743
Rent		1815,~~576~~435			1118,~~796~~576
Legal and Professional Expenses		9542,~~962~~312			5895,~~350~~962
Consulting Expense		~~78,300~~—			2978,~~900~~300
Total operating expenses		~~266~~130,~~581~~834			~~175~~266,~~514~~581
Operating loss		(~~266~~130,~~581~~834	)		(~~175~~266,~~514~~581	)
Other Income (Expense)
Amortization of Debt Discount		—			(74,876	)
Gain on Settlement of Debt		—			71,242
Change in Derivative Liability		—			95,575
Interest Income (Expense)		—			(6,750	)
Gain on Settlement of Debt		71,242			54,571
Total Other Income (Expense)		—			64,492
Interest Income (Expense)		(6,750	)		(21,662	)
Net (loss)	$	(130,834	)	$	(202,089	)
Miscellaneous Other Income (Expense)		—			1,180
Dividend on Preferred Stock		(218,470	)		(218,470	)
Total Other Income (Expense)		64,492			54,788
Net (loss) attributable to common shareholders	$	(349,304	)	$	(420,559	)
Net (loss)	$	(202,089	)	$	(120,726	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)
Dividend on Preferred Stock		(218,470	)		—
Weighted average common shares outstanding – Basic and diluted		58,880,767			58,880,767
Net (loss) attributable to common shareholders	$	(420,559	)	$	(120,726	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.00	)
Weighted average common shares outstanding – Basic and diluted		58,880,767			53,511,829

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

Groove Botanicals, Inc.
Consolidated Statements of Stockholders’ Equity
For the Years Ended March 31, 2024, and 2023

	Series A Preferred Stock			Series B Preferred Stock			Common Stock			~~Common~~Additional ~~Stock~~Paid toIn ~~be Issued~~Capital			Accumulated Deficit			~~Additional Paid In Capital~~	Total			~~Accumulated Deficit~~			~~Total~~
	Shares	Amount		Shares	Amount		Shares	Amount		~~Shares~~Amount		~~Amount~~	Amount			~~Amount~~	Amount			~~Amount~~			~~Amount~~
Balance, March 31, 2022	100	$	10	1,983	$	198	49,193,062	$	49,193	3,000,000		$	3,000			$	33,798,656			$	(34,305,992	)	$	(454,935	)
Balance, March 31, 2023	100	$	10	1,983	$	198	57,643,062	$	57,643	$	33,930,569		$	(34,426,718	)		$	(438,298	)
Issuance of Stock for Cash Received in Prior Period							3,000,000		3,000	(3,000,000	)		(3,000	)										—
Issuance of Stock for Cash							1,000,000		1,000		19,000							20,000
Issuance of Stock for Cash							2,150,000		2,150								40,813							42,963
Issuance of Stock for Consulting							1,000,000		1,000		77,300							78,300
Issuance of Stock for Consulting							500,000		500								29,400							29,900
Accrued dividend														(218,470	)			(218,470	)
Issuance of Stock for Conversion of Debt							2,750,000		2,750								57,750							60,500
Net (loss)			-			-			-		-			(202,089	)			(202,089	)
Issuance of Stock for Website and Social Media Services							50,000		50								3,950							4,000
Balance, March 31, 2024	100		10	1,983		198	59,643,062		59,643		34,026,869			(34,847,277	)			(760,557	)
Net (loss)			-			-															(120,726	)		(120,726	)
Accrued dividend														(218,470	)			(218,470	)
Balance, March 31, 2023	100	$	10	1,983	$	198	57,643,062	$	57,643	—		$	—			$	33,930,569			$	(34,426,718	)	$	(438,298	)
Net (loss)			-			-			-		-			(130,834	)			(130,834	)
Issuance of Stock for Cash							1,000,000		1,000								19,000							20,000
Balance, March 31, 2024	100	$	10	1,983	$	198	59,643,062	$	59,643	$	34,026,869		$	(35,196,581	)		$	(1,109,861	)
Issuance of Stock for Consulting							1,000,000		1,000								77,300							78,300
Accrued dividend																					(202,089	)		(202,089	)
Net (loss)			-			-							-								(153,755	)		(153,755	)
Balance, March 31, 2024	100	$	10	1,983	$	198	59,643,062	$	59,643	—		$	—			$	34,026,869			$	(34,847,277	)	$	(760,557	)

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

Groove Botanicals, Inc.
Consolidated Statements of Cash Flows

	For the Years Ended March 31,
	2024			2023
	2025			2024
Cash Flow From Operating Activities
Net Loss	$	(~~202~~130,~~089~~834	)	$	(~~120~~202,~~726~~089	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Issued for Outside Services		~~30,000~~—			1478,~~000~~300
Issuance of stock to settle interest on convertible note					7,158
Gain on Settlement of Debt		—			(71,242	)
Amortization of Debt Discount		—			74,876
Accrued Interest		—			6,750
Change in Derivative Liability		—			(95,575	)
Gain on Settlement of Debt		(71,242	)		(54,571	)
Accrued Interest		6,750			14,504
Accrued Payroll		48,000			48,000
Bad debt		25			25
Changes in working capital
(Increase) Decrease in Accounts Receivable		—			226
Increase in Prepaid Expenses		(2,024	)		28
Increase in Prepaid Expenses		28			(482	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		(22,564	)		53,418
Increase (Decrease) in Accounts Payable and Accrued Liabilities		53,418			(2,838	)
Net Cash Used in Operating Activities		(107,422	)		(86,835	)
Net Cash Used in Operating Activities		(86,835	)		(95,503	)
Cash Flow From Investing Activities
Net Cash From Investing Activities		—			—
Cash Flow From Financing Activities
Funds received from Related Party		~~104~~107,~~915~~776			~~168~~104,~~000~~915
Funds distributed to Related Party		~~(958~~—	)		(~~9,428~~958	)
Repayment of Outstanding Convertible Debt		~~(40,000~~—	)		(5440,~~650~~000	)
Repayment of Outstanding Contingent Liability		—			(95,350	)
Funds received for Issuance of Common Stock		—			20,000
Funds received for Issuance of Common Stock		20,000			42,963
Net Cash From Financing Activities		107,776			83,957
Net Cash From Financing Activities		83,957			51,535
Net Change in Cash		354			(2,878	)
Net Change in Cash		(2,878	)		(43,968	)
Cash at Beginning of Period		1,688			4,566
Cash at Beginning of Period		4,566			48,534
Cash at End of Period	$	2,042		$	1,688
Cash at End of Period	$	1,688		$	4,566
Net cash paid for:
Interest	$	—		$	—
Income Taxes	$	—		$	—
Summary of Non-cash Investing and Financing Information:
Issuance of stock to settle interest payable	$	—		$	3,342
Issuance of stock to settle convertible note	$	—		$	50,000

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

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, ~~2024~~2025 AND ~~2023~~2024

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, 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.

On July 29, 2024, Mr. Douglas Barton resigned as a director of the Company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for financial information. Accordingly, they include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the financial statements not misleading. The consolidated balance sheets as of March 31, ~~2024~~2025 and ~~2023~~2024, were derived from the Company’s consolidated financial statements at that date.

Basis of Consolidation

The Company’s 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

Financial Instruments

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 ~~antidilutive~~anti-dilutive and therefore is not presented.

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.

~~Beneficial~~Recent ~~Conversion~~Accounting ~~Feature~~Standard Adopted:

~~The~~In ~~Company~~November ~~measures certain convertible debt using a nondetachable conversion feature known as a beneficial conversion feature~~2023, orthe ~~BCF.~~FASB Aissued ~~convertible~~Accounting ~~instrument~~Standards ~~contains~~Update a(“ASU”) ~~BCF~~2023-07 ~~when~~– ~~the~~Improvements ~~conversion~~to ~~price~~Reportable isSegment ~~less~~Disclosures, ~~than~~which ~~the~~enhances ~~fair value of~~ the ~~shares~~disclosures ~~into~~required ~~which~~for ~~the~~reportable segments ~~instrument~~in isannual ~~convertible~~and atinterim ~~the~~financial ~~commitment~~statements, ~~date. From~~including ~~time to time~~additional, ~~the~~more ~~Company~~detailed ~~may~~information ~~issue~~about ~~convertible notes that may contain~~ a ~~beneficial~~reportable ~~conversion feature~~segment’s expenses. AThe ~~beneficial~~standard ~~conversion feature exists on the date a convertible note~~ is ~~issued~~effective ~~when~~for ~~the~~fiscal ~~fair~~years ~~value~~beginning ofafter ~~the~~December ~~underlying~~15, ~~common~~2023, ~~stock~~and tointerim ~~which~~periods ~~the~~within ~~note~~fiscal isyears ~~convertible into~~beginning isafter inDecember ~~excess~~15, of2024. ~~the~~The ~~remaining~~Company ~~unallocated~~adopted ~~proceeds~~ASU of2023-07 ~~the~~for ~~note after first considering~~ the ~~allocation~~year ofended aMarch ~~portion~~31, of2025 ~~the~~retrospectively ~~note proceeds~~ to ~~the~~all ~~fair~~periods ~~value~~presented of in the ~~warrants,~~financial ~~if related warrants have been granted~~statement. The ~~intrinsic~~adoption ~~value~~ of ~~the~~this ~~beneficial~~ASU ~~conversion~~had ~~feature~~no ~~is recorded~~impact ason areportable ~~debt~~segments ~~discount~~identified ~~with~~and ahad ~~corresponding~~no ~~amount~~effect toon ~~additional~~the ~~paid-in capital. The debt discount is amortized to interest expense~~Company’s ~~over~~financial ~~the~~position, ~~life~~results of ~~the~~operations, ~~note~~or ~~using~~cash ~~the effective interest method~~flows.

Recent Accounting Standard Not Yet Adopted:

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 is still evaluating the full extent of the potential impact of the adoption of ASU 2023-09, but believes it will not have a material impact on its financial statements and disclosures.

~~Debt~~In ~~Issuance~~November ~~Cost~~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.

~~Debt~~NOTE ~~issuance~~3 ~~costs~~– ~~incurred in~~GOING connection with the issuance of debt are capitalized and amortized to interest expense over the term of the debt using the effective interest method. The unamortized amount is presented as a reduction of debt on the balance sheet.CONCERN

InThe ~~August~~accompanying ~~2020,~~consolidated ~~the~~financial ~~FASB~~statements have been ~~issued~~prepared ~~ASU~~on ~~No.~~a ~~2020-06, Debt with~~going ~~Conversion~~concern ~~and~~basis ~~Other~~which ~~Options~~contemplates ~~(Subtopic~~the ~~470-20)~~realization ~~and~~of ~~Derivatives~~assets and ~~Hedging~~the -satisfaction ~~Contracts~~of liabilities in ~~Entity’s~~the ~~Own~~normal course ~~Equity~~of ~~(Subtopic 815-40) (“ASU 2020-06”)~~business. ~~ASU~~As ~~2020-06~~shown ~~simplifies~~in the ~~accounting~~consolidated ~~for~~financial ~~convertible~~statements, ~~debt~~the ~~instruments~~Company ~~and~~has ~~convertible~~incurred ~~preferred~~recurring ~~stock~~net bylosses ~~removing~~since ~~the~~its inception ~~existing~~and ~~guidance~~has inraised ~~ASC~~limited ~~470-20~~capital. ~~that~~The ~~requires~~Company ~~entities~~had toa ~~account~~net loss of $130,834 and $202,089 for ~~beneficial~~the ~~conversion~~years ~~features~~ended March 31, 2025, and ~~cash~~March ~~conversion~~31, 2024, ~~features~~respectively. inThe ~~equity~~Company’s accumulated deficit was $35,196,581and $34,847,277 as of March 31, 2025, and March 31, 2024, respectively. ~~separately~~These ~~from~~factors raise substantial doubt regarding the ~~host~~Company’s ~~convertible~~ability ~~debt~~to orcontinue ~~preferred~~as ~~stock~~a going concern. ~~Two~~The ~~methods~~consolidated offinancial statements ~~transition~~do ~~were~~not ~~permitted~~include ~~upon~~any ~~adoption:~~adjustment ~~full~~relating ~~retrospective~~ to the recoverability and ~~modified~~classification ~~retrospective.~~of ~~The~~liabilities that might be necessary should the Company ~~has~~be ~~yet~~unable to ~~adopt~~continue ~~ASC~~as ~~2020-06~~a going concern. The ~~accounting~~Company ~~impact~~is ~~will~~taking becertain asteps ~~reclassification~~to ~~from~~provide ~~Additional Paid-In~~the ~~Capital~~necessary capital to ~~Retained~~continue its ~~Earnings~~operations. ~~The~~These ~~Company~~steps ~~adopted~~include ~~ASC~~but ~~2020-06~~are asnot oflimited ~~April~~to: 1,) ~~2023~~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.

Recently Issued Accounting Pronouncements

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 $202,089 and $120,726 for the years ended March 31, 2024, and March 31, 2023, respectively. The Company’s accumulated deficit was $34,847,277 and $34,426,718 as of March 31, 2024, and March 31, 2023, 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 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. 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~~ purchased with an original maturity of three months or less to be cash equivalents. As of March 31, ~~2024~~2025, the Company’s cash consisted of of non-restricted cash.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company had a related party ~~payable~~payables of $~~453~~608,~~057~~ 833 and $~~301~~453,~~100 outstanding~~ 057 as of March 31, ~~2024,~~2025 and March 31, ~~2023~~2024, respectively. These amounts consist of funds contributed by the management ~~for~~ 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 ana four-year employment agreement ~~with its CEO~~ entered into April 1, 2020, which designates monthly payments due ~~to CEO~~Mr. ~~Kent~~ Rodriguez in the amount of $4,000. ~~This~~On ~~agreement~~July ~~continued~~30, ~~through~~2024, the Company and Mr. Kent Rodriguez agreed to extend the term of this Employment Contract, which expired on March 31, 2024, ~~and~~for ~~was~~a ~~subsequently~~further ~~renewed.~~two-year ~~These~~term ~~payables accrue~~to noMarch ~~interest~~31, ~~and~~2026, ~~have~~retroactive noto ~~maturity~~April ~~date~~1, 2024, on the same terms and conditions.

OnDuring ~~June~~each 3of the fiscal years ended March 31, ~~2022~~2025, and 2024, the Company ~~received~~accrued a$40,000 ~~loan~~in preferred dividends from the ~~Company’s CEO~~Series inA preferred shares to Mr. Kent Rodriguez, the ~~amount~~sole shareholder of ~~$125,000~~the Series A Preferred shares. ~~These~~Upon ~~funds~~conversion ~~were~~the ~~wired~~number of shares of common stock to be exchanged for the ~~Company~~Series inA ~~order~~Preferred toshares shall ~~reach~~equal a51% ~~settlement~~of the then fully diluted issued and outstanding common stock at the time of conversion. Further the ~~debts~~Company ~~described~~accrued dividends of $33,195 in ~~Note~~each of the fiscal years ended March 31, 2025, and 2024 with respect to 18.6% of the Series B Preferred shares controlled by Kent Rodriguez.

During the fiscal year ended March 31, 2024, the Company accrued $40,000 in preferred dividends from the Series A preferred shares to Mr. Kent Rodriguez, the holder of the Series A Preferred shares. Upon conversion the number of shares of common stock to be exchanged shall equal 51% of the then fully diluted issued and outstanding common stock.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

~~(a)~~ Convertible notes payable ~~consist~~consisted of a $~~230~~40,000 Convertible Promissory Note issued on ~~January~~March 305, ~~2018~~2021, by management to a third party in exchange for ~~cash~~professional services. Beginning on the issuance date of ~~the~~this ~~Note~~note, the outstanding principal balance of this note ~~accrued~~shall bear annual interest at 10%, ~~and~~with interest commencing on the ~~note~~sixth ~~had~~month aanniversary ~~variable~~of ~~conversion~~the ~~price~~Issuance ~~per~~Date. ~~share~~The ofnote had a ~~40%~~maturity ~~discount~~date toof June ~~lowest~~30, ~~trading~~2022. ~~price~~Additionally, of the ~~previous~~note ~~five~~has ~~trading~~a ~~days~~fixed conversion ~~prior~~feature toof ~~the~~$0.02 per ~~conversion~~share, ~~date.~~and ~~The~~therefore ~~note~~the ~~had~~Convertible aNote ~~maturity~~is ~~date~~measured at the net of ~~January~~Debt 30Discount, ~~2019~~calculated based off its Beneficial Conversion Features. The note was booked with a debt discount of the full principal balance of $~~230~~40,000~~, plus an excess amount booked to interest in the amount of $27,957, as of March 31, 2019~~. As of ~~March 31~~June 30, ~~2021~~2022, this entire debt discount had been amortized. ~~On June 3~~Further, ~~2021~~on aMarch ~~settlement~~7, ~~agreement reached~~2022, inthe ~~which~~Company ~~the~~issued ~~prior~~an ~~$230,000~~additional convertible promissory note, asin ~~well~~the asamount ~~approximately~~of $7260,~~458~~000, ofwith ~~related interest was settled into~~ a ~~new~~maturity ~~convertible~~date ~~debt~~ of March ~~$54~~7,~~650~~ 2023, aan ~~contingent~~annual ~~liability~~interest rate of 10% ~~$95,350,~~ and ~~two~~a ~~cash~~fixed ~~payments~~conversion price of $~~50,000~~0.02 per ~~each to the note holder~~share, ~~which~~in ~~were~~exchange ~~made~~for onconsulting ~~July 20, 2020, and March 10, 2021~~services. The convertible ~~debt portion in the~~ amount ofis ~~$54,650~~accounted ~~had~~for nobased ~~interest~~off ~~accrual and had a variable conversion price per share of a 60% discount to~~ the ~~average~~outstanding principal ofand ~~the~~related ~~previous~~interest ~~five-day~~pertaining ~~trading closing bid price. The contingent liability was booked as such due~~ to ~~its settlement being contingent upon~~ the ~~Company~~portion ~~making~~convertible ~~the settlement payment hereafter mentioned. This transaction resulted in a gain on~~ debt ~~extinguishment~~instrument ofbeing ~~approximately $52~~converted,~~000~~ inmultiplied ~~fiscal~~by ~~year~~the ~~ended~~previously ~~March~~specified conversion ~~31, 2022~~rate.

Further, there was also an amendment of the settlement agreement on June 3, 2022, the Company satisfied its fully outstanding convertible debts and related contingent liability via settlement payment of $125,000, this resulted in a gain on the settlement of debt in the amount of $25,000.

During the fiscal year ended March 31, 2023, the debt was paid in full.

(b) Convertible notes payable consists of a $40,000 Convertible Promissory Note issued on March 5, 2021, by management to a third party in exchange for professional services. Beginning on the issuance date of this note, the outstanding principal balance of this note shall bear annual interest at 10%, with interest commencing on the sixth month anniversary of the Issuance Date. The note has a maturity date of June 30, 2022. Additionally, the note has a fixed conversion feature of $0.02 per share, and therefore the Convertible Note is measured at the net of Debt Discount, calculated based off its Beneficial Conversion Features. The note was booked with a debt discount of the full principal balance of $40,000. As of June 30, 2022, this entire debt discount had been amortized.

Further on March 7, 2022, the Company issued additional convertible promissory note in the amount of $60,000, with a maturity date of March 7, 2023, an annual interest rate of 10% and a fixed conversion price of $0.02 per share, in exchange for consulting services. The convertible amount is accounted for based off the outstanding principal and related interest pertaining to the portion convertible debt instrument being converted, multiplied by the previously specified conversion rate.

On July 18, 2022, a Letter Agreement was drafted between the Company and the debtholder, which establishes the settlement of these debts once the Company’s Form 10 goes effective. On January 23, 2023 the Company and the convertible note holder mutually agreed to settle any and all amounts owed pursuant to 1) the Consulting Agreement and Convertible Promissory Note in the amount of $40,000 dated March 5, 2021; and 2) the Consulting Agreement and a Convertible Promissory Note in the amount of $60,000 dated March 7, 2022; 3) all interest accrued through settlement date, as follows: $10,000.00 to be paid to Hymers upon execution of this Agreement, with an additional payment of $40,000 30 days after GRVE’s Form 10 has gone effective.

~~$10,000 was paid on January 24, 2023. $40,000 was paid on December 31, 2023. This resulted in a gain on the settlement of debt in the amount of $71,242 including interest forgiven of~~26 ~~$21,242.~~

As$10,000 was ~~of March~~paid 31on January 24, ~~2024~~2023. ~~and~~$40,000 was paid ~~March~~on December 31, 2023,. This resulted in a gain on the ~~balance~~settlement of debt in the ~~convertible~~amount ~~note~~of ~~was~~ $071,242, ~~and~~including interest forgiven of $9021,~~000~~242, during ~~respectively~~the fiscal year ended March 31, 2024.

~~(c)~~As ~~On July 23, 2021, the Company issued a convertible promissory note in the amount~~ of ~~$45,000,~~March ~~with an annual interest rate of 8% and a variable conversion price per share of a 40% discount to the average of the previous three-day trading closing bid price~~31, in2025 ~~exchange for professional~~ and legal services to be rendered. The convertible amount is accounted for based off the outstanding principal and related interest pertaining to the portion convertible debt instrument being converted, multiplied by the previously specified conversion rate. Also, as part of this agreement, common stock was granted equal to 14.9% of the outstanding common shares at the time of issuance, and the stock was transferred in three equal parts to affiliates holding the note; this transaction is detailed in the next paragraph. The note has a maturity date of March 31, ~~2023. The Company has made a total repayment of $20~~2024,~~000~~ onthe ~~this~~balance ~~debt as~~ of ~~December 31, 2022. On March 28, 2023,~~ the ~~Company and the~~ convertible ~~promissory~~ note holder mutually agreed to settle the outstanding convertible note issued on March 23, 2021, in the original amount of $45,000, with a remaining balance of $25,000 plus outstanding amount of $5,000 in accounts payable and all accrued interest for $5,000. The $5,000 was ~~wired on March 29, 2023. This transaction resulted in a gain on debt extinguishment of approximately~~ $~~29,570 in the fiscal year ended March 31, 2023~~0.

Per agreements dated August 5, 2021, the Company issued 6,000,000 shares of common stock, 2,000,000 each to three different parties, in exchange for consulting services. These shares were issued with a value of $0.02 per share. These issuances were pertaining to the July 23, 2021 convertible note specified in the previous paragraph.

(d) On October 1, 2021, the Company issued a convertible promissory note in the amount of $50,000, with an annual interest rate of 5% and a fixed conversion price of $0.02 per share, in exchange for $50,000 received. This note had a maturity date of September 30, 2022. The note was booked with a debt discount of the full principal balance of $50,000. As of September 30, 2022, the full $50,000 of the debt discount has been amortized. Per a board resolution dated February 21, 2023, and corresponding notice of conversion dated February 22, 2023, all debt including principal in the amount of $50,000 and interest payable in the amount of $3,342 related to this convertible note was converted to 2,750,000 shares of common stock, with the conversion effective as of January 31, 2023. The Company recorded the fair market value of the interest portion of the debt settled with stock as interest expense of $7,157 on settlement date.

The Company had a convertible note payable of $0 and $0 outstanding as of the years ended March 31, 2024, and 2023, respectively.

The Company had convertible notes payable of $0 and $90,000 as of March 31, 2024 and 2023, respectively as detailed below:

Schedule of convertible note payable
	March 31, 2024			March 31, 2023
Beginning Balance	$	90,000		$	164,774
Repayments		(40,000	)		(54,650	)
Debt extinguished per settlement		(50,000	)		(45,000	)
Conversion of notes payable into common stock		—			(50,000	)
Amortization of discounts		—			74,876
Convertible notes payable, net (Ending Balance)	$	—		$	90,000

Below is the summary of the principal balance and debt discounts as of March 31, 2024:

Schedule of convertible promissory notes
Convertible Promissory Note Holder	Start Date	End Date	Initial Note Principal Balance		Debt Discounts as of Issuance		Amortization			Debt Discounts as of March 31, 2024
Robert Hymers III	3/5/2021	6/30/2022	$	40,000	$	40,000	($	40,000	)		—
Robert Hymers	3/7/2022	3/7/2023	$	60,000	$	60,000	($	60,000	)		—
Total											—
Remaining note principal balance											—
Total convertible promissory notes, net										$	—

Below is the summary of the principal balance and debt discounts as of March 31, 2023:

Convertible Promissory Note Holder	Start Date	End Date	Initial Note Principal Balance		Debt Discounts as of Issuance		Amortization			Debt Discounts as of March 31, 2023
Robert Hymers III	3/5/2021	6/30/2022	$	40,000	$	40,000	($	40,000	)		—
RaiseRight LLC	7/23/2021	3/31/2023	$	45,000	$	45,000	($	45,000	)		—
Robert Hymers	3/7/2022	3/7/2023	$	60,000	$	30,000	($	30,000	)		—
Westworld Financial Capital, LLC	10/1/2021	9/30/2022	$	50,000	$	50,000	($	50,000	)		—
Total											—
Remaining note principal balance										$	90,000
Total convertible promissory notes, net										$	90,000

NOTE 7 – 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 March 31, ~~2024~~2025, and ~~2023~~March 31, 2024, there were 100 and 1,983 shares issued and outstanding for Series A Preferred Stock and Series B Preferred Stock, respectively.

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 A Holder agreed to forgive all accrued interest to date on ~~the~~ 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 fiscal year ended March 31, 2025, and 2024, the holder of the Series A preferred shares accrued $40,000 in preferred dividends from the Series A preferred shares. A total of $80,000 and $40,000 in dividends was outstanding at March 31, 2025 and March 31, 2024, respectively.

29 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 to notice of certain corporate action. 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 fiscal year ended March 31, 2025 and 2024, the holder of the Series B preferred shares accrued $178,468, in preferred dividends from the Series B preferred shares. A total of $356,940 and $178,470 in dividends was outstanding at March 31, 2025 and March 31, 2024, 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 to notice of certain corporate action. All accrued dividends on the Series B have been 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 fiscal year ended March 31, 2024, the holder of the Series B preferred shares accrued $178,468, in preferred dividends from the Series B preferred shares.

NOTE 8 – COMMON STOCK

The Company is authorized to issue 200,000,000 shares of Common Stock, with a par value of $0.001.

OnThe ~~April 8, 2022, the~~ Company ~~issued~~ ~~500~~had 59,~~000~~ 643,062 shares of common stock, issued ~~250,000~~and ~~each~~outstanding toas ~~two separate parties,~~ of ~~which~~March ~~it had previously committed in exchange for $10~~31,~~000 it~~ ~~had received~~2025, ~~$5,000~~and ~~from each party, received on~~ March 2231, ~~2022~~2024.

On April 815, ~~2022~~2023, the Company ~~issued~~ 2issued 1,~~500~~000,000 shares of common stock, ofin ~~which~~exchange itfor ~~had previously~~consulting ~~committed~~services. inThese ~~exchange~~shares ~~for~~were valued at $400.0783 per share,~~000~~ itthe ~~had~~fair ~~received~~market value on ~~March 23,~~the ~~2022~~date of issuance.

OnNOTE ~~October~~9 4,– ~~2022,~~COMMITMENTS ~~the~~AND ~~Company issued 150,000 shares of common stock in exchange for $3,000 received.~~CONTINGENCIES

OnAs ~~October~~of 4March 31, ~~2022~~2025, the Company has a month-to-month ~~issued~~verbal ~~250,000~~lease ~~shares~~agreement ofwith ~~common~~the ~~stock~~landlord, in ~~exchange~~which ~~for~~the Company pays $41,~~963~~200 ~~received~~on a monthly basis.

OnNOTE ~~December~~10 1,– ~~2022,~~SUBSEQUENT the Company issued 500,000 shares of common stock in exchange for consulting services. These shares were issued with an approximate value of $0.0598 per share, based on the fair market value as of their date of issuance.EVENTS

On December 1, 2022, the Company issued 1,500,000 shares of common stock to three different parties in the amounts of 1,000,000, 250,000, and 250,000, in exchange for $29,970 received.

On December 1, 2022, the Company issued 250,000 shares of common stock in exchange for $4,970 received.

On January 31, 2023, the Company issued 2,750,000 shares of common stock for conversion of debt including principal and interest. For more details, see Note 6(d).

On February 21, 2023, the Company issued 50,000 shares of common stock for website and social media services. These shares were issued with a value of $0.08 per share.

On April 15, 2023, the Company issued 1,000,000 shares of common stock in exchange for consulting services. These shares were valued at $0.783 per share, the fair market value on the date of issuance.

On December 20, 2023, the Company issued 1,000,000 shares of common stock in exchange for $20,000 in cash proceeds.

The Company had 59,643,062 and 57,643,062 shares of common stock issued and outstanding as of March 31, 2024, and March 31, 2023, respectively.

NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under other (income) expense.

Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses Black-Scholes Option Pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Schedule of derivative instruments in statement of financial position fair value
	March 31, 2023		March 31, 2022
Annual Dividend Yield		—		0
Stock Price		—		$0.025 - $0.069
Exercise Price		—		$0.018 - $0.035
Expected Life (Years)		—		0.18 – 1.00
Risk-Free Interest Rate		—		0.04% - 0.52%
Expected Volatility		—		224% - 422%

Fair value of the derivative is summarized as below:

Schedule of fair value of the derivative
Beginning Balance, March 31, 2022	$	95,576
Additions		—
Mark-to-Market		(95,575	)
Cancellation of Derivative Liabilities Due to Cash Repayment		(1	)
Ending Balance, March 31, 2023	$	—

NOTE 10: COMMITMENTS AND CONTINGENCIES

As of March 31, 2024, and 2023, the Company has a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

On January 30, 2018, the Company issued a $230,000 Convertible Promissory Note to a third party in exchange for cash. Subsequently there was a settlement agreement on June 3, 2021, in which the Company recognized an outstanding convertible debt and related contingent liability pertaining to an outstanding settlement in the amount of $54,650 and $95,350, respectively. This recognition came as part of a settlement agreement reached on June 3, 2021, in which the prior $230,000 convertible note, as well as approximately $72,458 of related interest was settled into a new convertible debt of $54,650, a contingent liability of $95,350, and two cash payments of $50,000 each to the note holder, which were made on July 20, 2020, and March 10, 2021. This transaction resulted in a gain on debt extinguishment of approximately $52,000 in fiscal year ended March 31, 2022. The convertible debt portion has no interest accrual and has a variable conversion price per share of a 60% discount to the average of the previous five-day trading closing bid price. On June 3, 2022, the Company received a loan from a related party in the amount of $125,000. There funds were wired to the Company to help it reach settlement of the debts described earlier within this paragraph.

On June 3, 2022, the Company satisfied the convertible debt and related contingent liability mentioned in the preceding paragraph in the amounts of $54,650 and $95,350, respectively, via a settlement payment of $125,000, this resulted in a gain on the settlement of debt in the amount of $25,000.

In the normal course of business, we are subject to potential claims and disputes related to our business, including disputes with third parties over financing arrangements, as well as over service agreements with contractors. Some of these matters may be covered by our insurance and risk management programs or may result in claims or adjustments with our carriers. Management does not believe that the outcome of any of the legal proceedings to which the Company is a party will have a material adverse effect on its financial position or results of operations.

NOTE 11 – 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.

~~On July 29, 2024, Mr. Douglas Barton resigned as a director of the Company. Mr. Barton did not resign due to any dispute or disagreement with the Company or its practices.~~27

On July 30, 2024, the Company and Mr. Kent Rodriguez, CEO and sole director, agreed to extend the term of an Employment Contract originally entered into on April 1, 2020 expiring March 31, 2024, for a further two year term to March 31, 2026, retroactive to April 1, 2024. The agreement designates monthly payments to Kent Rodriguez in the amount of $4,000 or $48,000 per year.

(2) Financial Statement Schedules.

Schedules required by this item have been omitted since they are either not required or not applicable or because the information required is included in the consolidated financial statements included elsewhere herein or the notes thereto.

(3) Exhibits.

The following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by reference, as indicated.

Exhibit Number		Exhibit Description

3.1(a)		Articles of Incorporation*

3.1(b)		Articles of Merger*

3.1(c)		Agreement and Plan of Merger*

3.1(d)		Amended Articles of Incorporation*

3.1(e)		Amended and Restated Certificate of Incorporation of the Registrant*

3.2		Bylaws of the Registrant*

4.1(a)		Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock*

4.1(b)		Certificate of Designation*

4.1(c)		Amendment to Certificate of Designation After Issuance of Class or Series dated 3/14/2014*

4.1(d)		Amendment to Certificate of Designation After Issuance of Class or Series dated 01/12/2018*

10.1		Convertible Promissory Note Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated March 5, 2021*

10.2		Convertible Redeemable Note Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated March 7, 2022 *

10.3		Letter Agreement Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated July 18, 2022 *

10.4		Letter Agreement between Groove Botanicals, Inc. and Kent Rodriguez, CEO

21.1		List of Subsidiaries

31		Certification of the Chief Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

101		The following financial statements from the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
101.INS		INLINE XBRL INSTANCE DOCUMENT (THE INSTANCE DOCUMENT DOES NOT APPEAR IN THE INTERACTIVE DATA FILE BECAUSE ITS XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT)
101.SCH		INLINE XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104		COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)

101		The following financial statements from the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
101.INS		INLINE XBRL INSTANCE DOCUMENT (THE INSTANCE DOCUMENT DOES NOT APPEAR IN THE INTERACTIVE DATA FILE BECAUSE ITS XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT)
101.SCH		INLINE XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104		COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)

________________

* Incorporated by reference to a previously filed exhibit or report.

Item 16. Form 10-K Summary

None.

3328

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 15, 2024	By:	/s/ Kent Rodriguez
Date: July 15, 2025	By:	/s/ Kent Rodriguez
		Kent Rodriguez
		President, Secretary, Treasurer and Director
		(Principal Executive Officer)
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Kent Rodriguez	President, Secretary, Treasurer and Director	~~August~~July 15, ~~2024~~2025
Kent Rodriguez	(Principal Executive Officer)
	(Principal Financial and Accounting Officer)

3429

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