GRVE 10-K & 10-Q changes, risk factors and insider trading

The management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated unauditedaudited 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 RodriguezRodriguez, to manage its day-to-day business and has outsourced professional services to third parties in an effort to maintain lower operational costs.

Total operating expenses for the fiscal year ended March 31, 2025,2026, were $130,834$139,917 compared to total operating expenses of $266,581$130,834 for the fiscal year ended March 31, 2024.2025. The decreaseincrease in operating expenses during the fiscal year ended March 31, 2025,2026, is mainly due to aan reductionincrease in consulting expenses from $78,300 (March 31, 2024) to $Nil$3,000 (March 31, 2025) to $8,000 (March 31, 2026). Consulting expenses recorded in the year ended March 31, 20242026 and 2025 were the result of a consulting agreementfees withcharged by an independent third party settledfor bythe sharespreparation of commonour stockregulatory valued at $78,300 which terminated in the period ended March 31, 2024.filings. The Company recorded a slight reductionincrease in general and administrative expenses from $73,743$70,087 in the fiscal year ended March 31, 2024,2025, to $73,087$73,774 for the fiscal year ended March 31, 2026. This increase is related mainly to a reclassification of expenses in the amount of $3,000 over the fiscal year ended March 31, 2025. Rent remained relatively constant for the fiscal years ended March 31, 2025,2026, and 2024,2025, with a slight decrease of $3,141$1,035 in the fiscal year ended March 31, 2025,2026, due to the cancellation of previously rented storage space during the year ended March 31, 2025. Professional fees decreasedremained fromrelative $95,962constant (Marchat 31, 2024) to $42,312$43,743 for the fiscal year ended March 31, 2025 substantially due to a reduction in audit costs2026 and professional$42,312 fees infor the current fiscal year.year Increased professionalended feesMarch in31, fiscal 2024 were the result of filing a Form 10 with the SEC and the associated requirement for additional legal and accounting fees associated with these filings.2025.

During the fiscal year ended March 31, 2024,2026 financing activities provided cashconsisted of $124,915 as a resultsolely of related party advances of $104,915 and funds received forin the issuanceamount of common stock of $20,000 for ongoing operations,$95,320 offset by funds paiddistributed to a related party ofto $958pay and repayments of outstanding convertible debt of $40,000 for net cash from financing activities of $83,957.advances.

We are in need of additional cash resources to maintain our operations. As of March 31, 20252026, we had cash of $2,042$1,502 and prepaid expenses of $2,478.$2,930. We are in the early stage of development and have experienced net losses to date and have not generated revenue from operationsoperations, 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,identify, licenseevaluate, andlicense, acquiredevelop, products andor commercialize any technologies or intellectual property, notincluding thesourcing leastsuitable of which isopportunities, negotiating andacceptable financingterms, obtaining any acquisitions.required Wefinancing, are in the process of identifying and establishing appropriate strategic partnersor commercial relationships. We have not yet identified any specific technology or intellectual property rights under contract, and technologieswe inhave ordernot toestablished establishany amarket, marketcustomer andorders, generatelicensing revenue, or commercial orders by customers and licensing which will include effective marketing and sales capabilities forwith respect to any products.such technologies or intellectual property. We do not currently have sufficient resources to accomplish any of these conditions necessary for us to generate revenue and expect to incur increasing operating expenses. We will require substantial additional funds for operations, the service of debt and to fund our business objectives. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. If additional funds are raised by the issuance of equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing stockholders. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

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 $130,834$139,917 and $202,089$130,834 before dividends payable on preferred stock for the fiscal years ended March 31, 20252026 and 2024, 2025, respectively. The Company’s accumulated deficit was $35,196,581$35,554,968 and $34,847,277$35,196,581 as of March 31, 2025,2026, and March 31, 2024,2025, 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) focusfocusing 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.

This Quarterly Report on Form 10-Q contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “intends,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled “Risk Factors” in our Amendmentregistration No. 2 to our Annual Reportstatement on Form 10-K,10-12G/A, as filed with the Securities and Exchange Commission (the “SEC”) on AugustNovember 25,6, 2025,2023, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

The following discussion of our financial condition and results of operations should be read in conjunction with the notes to the consolidated unaudited financial statements appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended March 31, 20252026, includedas filed with the SEC in our Amendment No. 2 to ourits Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2025, along with the accompanying notes. As used in this Quarterly Report, the terms “we,” “us,” “our” and the “Company” means Groove Botanicals, Inc.

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. HeAs willa beresult, ableMr. toRodriguez influencecontrols the outcome of all corporatematters actionssubmitted requiringto thea approvalvote of our stockholders.stockholders, including the election of directors.

On September 14, 2023, we filed a registration statement on Form 10-12g which was deemed effective by the Securities and Exchange Commission (“SEC”) on November 8,13, 2023. The Company intends to change our name from Groove Botanicals, Inc., to Nordmark Technologies, Inc., to better describe our corporate focus. There can be no assurance that the name change will be completed.

Three Months Ended DecemberJune 31,30, 2025,2026, and DecemberJune 31,30, 20242025

We reported a net loss attributable to common stockholders of $88,485$21,171 in the three months endingended DecemberJune 31,30, 20252026 as compared to a loss of $87,649$38,170 in the three months ended DecemberJune 31,30, 2024,2025 includingand a net loss attributable to our common stockholders of $75,789 and $92,787, respectively, in the three months ended June 30, 2026 and 2025, which includes accrued dividends on our Series A and B Preferred stock of $54,618 and $54,617 in each of the three months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively.

Dividends on Preferred Stock were $54,618 and $54,617 for the three-monththree periodmonths ended DecemberJune 31,30, 2026 and 2025, and 2024 remained constant, at $54,618 for each period.respectively. These dividends on preferred stock are required subject to the designation of the preferred stock and contribute to the net loss attributable to our common stockholders.

Net cash used by operating activities was $75,675$14,187 for the ninethree months ended DecemberJune 31,30, 2025,2026, compared to $89,329$19,786 for the ninethree months ended DecemberJune 31,30, 2024.2025.

Net cash used in operating activities for the ninethree months endingended DecemberJune 31,30, 2025,2026, was primarily the result of a net loss of $104,420,$21,171, offset by non-cash items including accrued payroll of $36,000,$12,000, and changes in working capital related to ana increasedecrease in prepaid expenses of $2,288$1,899, andpartially offset by a decrease in accounts payable and accrued liabilities of $4,967.$6,915.

Net cash used in operating activities for the ninethree months ended DecemberJune 31,30, 2024,2025, was primarily the result of a net loss of $99,404,$38,170, offset by non-cash items including accrued payroll of $36,000,$12,000, anand increasechanges in working capital related to a decrease in prepaid expenses of $3,028$1,529 and aan decreaseincrease in accounts payable and accrued liabilities of $22,897.$4,855.

There was no investing activity during each of the ninethree months ended DecemberJune 31,30, 20252026 and 2024.2025.

We are in need of additional cash resources to maintain our operations. As of December 31, 2025, we had cash of $1,494 and prepaid expenses of $4,766. We are in the early stage of development and have experienced net losses to date and have not generated revenue from operations, which raises substantial doubt about our ability to continue as a going concern. There are a number of conditions that we must satisfy before we will be able to acquire, license and acquire products and intellectual property, not the least of which is negotiating and financing any acquisitions. We are in the process of identifying and establishing strategic partners and technologies in order to establish a market and generate commercial orders by customers and licensing which will include effective marketing and sales capabilities for any products. We do not currently have sufficient resources to accomplish any of these conditions necessary for us to generate revenue and expect to incur increasing operating expenses. We will require substantial additional funds for operations, the service of debtoperations and to fund our business objectives. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. If additional funds are raised by the issuance of equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing stockholders. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the condensed consolidated financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital. The Company had a net loss of $104,420$21,171 and $99,404$38,170 for the ninethree-month monthsperiods ended DecemberJune 31,30, 2025,2026, and December 31, 2024,2025, respectively. The Company’s accumulated deficit was $35,464,854$35,630,757 and $35,196,581$35,554,968 as of DecemberJune 31,30, 2025,2026, and March 31, 2025,2026, respectively. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustmentadjustments relating to the recoverability and classification of liabilitiesrecorded asset amounts, or the amounts and classification of liabilities, that might be necessary should the Company be unable to continue as a going concern. The Company is taking certain steps to provide the necessary capital to continue its operations. These steps include but are not limited to: 1) focus on our new business model and 2) raising equity or debt financing. Our auditors express substantial doubt about our ability to continue as a going concern.

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 valuationaccrual of derivativeSeries liability,A stockand Series B preferred dividends, accrued related-party compensation and beneficialadvances, conversionand featurethe expenses.assessment of the Company’s ability to continue as a going concern. Actual results could differ from those estimates.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual and interim financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended March 31, 2025, retrospectively to all periods presented in the financial statements. The adoption of this ASU had no impact on reportable segments identified and had no effect on the Company’s financial position, results of operations, or cash flows. In December 2023, the FASB issued ASU 2023-09 – Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The Company adopted ASU 2023-09 for the year beginning April 1, 2025. The adoption of this ASU had no impact on the Company’s financial position, results of operations, or cash flows.

Recent Accounting StandardStandards Not Yet Adopted:

In November 2024, the FASB issued ASU 2024-03, – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company will evaluate the full extent of the adoption of ASU 2024-032024-03, but believes it will not have a material impact on its consolidated financial statements and disclosures. The Company has also reviewed other recently issued accounting pronouncements and does not believe any such pronouncements will have a material impact on its condensed consolidated financial statements and related disclosures.