Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2024

☐ 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 incorporation or organization)		(I.R.S. Employer Identification No.)

310 Fourth Avenue South, Suite 7000 Minneapolis, MN		55415
(Address of principal executive offices)		(Zip Code)

(612)-315-5068

(Registrant’s telephone number, including area code)

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

None

N/A

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, 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 7(a)(2)(B) of the Securities Act. ☐

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

As of October 16, 2024, there were 59,643,062 shares of the registrant’s common stock outstanding.

GROOVE BOTANICALS, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)		3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17

Item 4.	Controls and Procedures		18

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		18

Item 1A.	Risk Factors		19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19

Item 3.	Defaults Upon Senior Securities		19

Item 4.	Mine Safety Disclosures		19

Item 5.	Other Information		19

Item 6.	Exhibits		20

	SIGNATURES		21

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Groove Botanicals, Inc.
Condensed Consolidated Balance Sheets

(Unaudited)


	September 30, 2024			March 31, 2024
ASSETS
Current Assets:
Cash	$	6,133		$	1,688
Accounts Receivable		—			—
Prepaid Expenses		4,992			454
Total Current Assets		11,125			2,142
TOTAL ASSETS	$	11,125		$	2,142

LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities	$	74,614		$	91,172
Interest Payable		—			—
Related Party Payable		544,970			453,057
Convertible Notes Payable		—			—
Dividends payable		267,705			178,470
Dividends payable, related party		60,000			40,000
Total Current Liabilities		947,289			762,699
Total Liabilities		947,289			762,699

Stockholders’ Equity
Preferred Stock, Series A, $0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of September 30, 2024, 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 September 30, 2024, and March 31, 2023		198			198
Common Stock, $0.001 par value, 200,000,000 shares authorized. and 59,643,062 shares issued and outstanding as of September 30, 2024, and March 31, 2024, respectively		59,643			59,643
Additional paid-in capital		34,026,869			34,026,869
Accumulated deficit		(35,022,884	)		(34,847,277	)
Total stockholder’s equity		(936,164	)		(760,557	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$	11,125		$	2,142

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

Groove Botanicals, Inc.
Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months ended						Six Months ended
	September 30,						September 30,
	2024			2023			2024			2023

Expenses:
Selling, General and Administrative Expenses	$	18,332		$	21,852		$	34,931		$	38,816
Rent		3,591			4,644			8,235			9,288
Legal and Professional Expenses		7,410			1,298			21,956			25,368
Consulting Expense		500			—			1,250			78,300
Total Operating Expenses		29,833			27,795			66,372			151,772

Operating Loss		(29,833	)		(27,795	)		(66,372	)		(151,772	)

Other Income (Expense)
Interest Expense		—			(2,250	)		—			(4,500	)
Total Other Income (Expense)		—			(2,250	)		—			(4,500	)

Net (Loss)	$	(29,833	)	$	(30,045	)	$	(66,372	)	$	(156,272	)

Dividends on Preferred Stock		54,618			54,618			109,235			109,235
Loss attributed to common stockholders	$	(84,452	)	$	(84,663	)	$	(175,607	)	$	(265,507	)

Basic and Diluted Earnings (Loss) per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares Outstanding – Basic and diluted		59,643,062			58,643,062			59,643,062			58,561,905

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

Groove Botanicals, Inc.
Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid In Capital		Accumulated Deficit			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Amount		Amount			Amount
Balance, March 31, 2024		100	$	10		1,983	$	198		59,643,062	$	59,643	$	34,026,869	$	(34,847,277	)	$	(760,557	)
Accrued dividend to related party				-				-				-		-		(54,617	)		(54,617	)
Net (loss)																(36,539	)		(36,539	)
Balance, June 30, 2024		100	$	10		1,983	$	198		59,643,062	$	59,643	$	34,026,869	$	(34,938,433	)	$	(851,713	)
Accrued dividend to related party, Series A Preferred Stock		—		—		—		—		—		—		—		(10,000	)		(10,000	)
Accrued dividend to Series B Preferred Stock																(44,618	)		(44,618	)
Net (loss)		—		—		—		—		—		—		—		(29,833	)		(29,833	)
Balance September 30, 2024		100	$	10		1,983	$	198		59,643,062	$	59,643	$	34,026,869	$	(35,022,884	)		(936,164	)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid In Capital		Accumulated Deficit			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Amount		Amount			Amount
Balance, March 31, 2023		100	$	10		1,983	$	198		57,643,062	$	57,643	$	33,930,569	$	(34,426,718	)	$	(438,298	)
Issuance of Stock for Consulting		—		—		—		—		1,000,000		1,000		77,300		—			78,300
Accrued dividend to related party		—		—		—		—		—		—		—		(54,618	)		(54,618	)
Net (loss)		—		—		—		—		—		—		—		(126,227	)		(126,227	)
Balance, June 30, 2023		100	$	10		1,983	$	198		58,643,062	$	58,643	$	34,007,869	$	(34,607,563	)	$	(540,843	)
Accrued dividend to related party, Series A Preferred Stock		—		—		—		—		—		—		—		(10,000	)		(10,000	)
Accrued dividend to Series B Preferred Stock																(44,617	)		(44,617	)
Net (loss)		—		—		—		—		—		—		—		(30,045	)		(30,045	)
Balance September 30, 2023		100	$	10		1983	$	198		58,643,062	$	58,643	$	34,007,869	$	(34,692,225	)	$	(625,505	)

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

Groove Botanicals, Inc.
Condensed Consolidated Statements of Cash Flows

(Unaudited)


	For the Six Months Ended September 30,
	2024			2023
Cash Flow From Operating Activities
Net Loss	$	(66,372	)	$	(156,272	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Issued for Outside Services		—			78,300
Accrued Interest		—			4,500
Accrued Payroll		24,000			24,000
Changes in working capital
Increase (Decrease) in Prepaid Expenses		(4,538	)		88
Increase (Decrease) in Accounts Payable and Accrued Liabilities		(16,558	)		(1,438	)
Net Cash Used in Operating Activities		(63,468	)		(50,822	)

Cash Flow From Investing Activities		—			—
Net Cash From Investing Activities		—			—

Cash Flow From Financing Activities
Funds received from Related Party		67,913			49,102
Net Cash From Financing Activities		67,913			49,102

Net Change in Cash		4,445			(1,720	)

Cash at Beginning of Period		1,688			4,566

Cash at End of Period	$	6,133		$	2,846

Net cash paid for:
Interest	$	—		$	—
Income Taxes	$	—		$	—

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

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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. Mr. Barton did not resign due to any dispute or disagreement with the Company or its practices.

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 June 30, 2024 and 2023, 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

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.

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 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 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.

Recently Issued 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.

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 $66,372 and $156,272 for the six-month periods ended September 30, 2024, and 2023, respectively. The Company’s accumulated deficit was $35,022,884 and $34,847,277 as of September 30, 2024, and March 31, 2024, 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 with an original maturity of three months or less to be cash equivalents. As of September 30, 2024, the Company’s cash consisted of non-restricted cash.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company had related party payables of $544,970 and $453,057 as of September 30, 2024 and March 31, 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 a four-year employment agreement entered into April 1, 2020, which designates monthly payments due Mr. Rodriguez in the amount of $4,000. On July 30, 2024, the Company and Mr. Kent Rodriguez agreed to extend the term of this Employment Contract, which expired on March 31, 2024, for a further two-year term to March 31, 2026, retroactive to April 1, 2024, on the same terms and conditions. These payables and cash advances accrue no interest and have no maturity date. During each of the three and six months ended September 30, 2024 and 2023 salary of $12,000 and $24,000, respectively were accrued for Mr. Rodriquez.

During each of the three-and six-month periods ended September 30, 2024, and 2023, the Company accrued $10,000 and $20,000, respectively 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

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 $21,242, during the fiscal year ended March 31, 2024.

As of September 30, 2024 and March 31, 2024, the balance of the convertible note was $0.

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 September 30, 2024, and 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 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 each of the three- and six-month periods ended September 30, 2024 and 2023, the holder of the Series A preferred shares accrued $10,000 and $20,000 in preferred dividends from the Series A preferred shares. A total of $60,000 and $40,000 in dividends was outstanding at September 30, 2024 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 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 each of the three and six-month periods ended September 30, 2024 and 2023, the holders of the Series B preferred shares accrued $44,617.50 and $89,235, respectively, in preferred dividends from the Series B preferred shares. A total of $267,705 and $178,470 in dividends was outstanding at September 30, 2024 and March 31, 2024, respectively.

NOTE 8 – COMMON STOCK

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

The Company had 59,643,062 shares of common stock issued and outstanding as of September 30, 2024, and March 31, 2024.

Shares issued in the six months ended September 30, 2024:

There were no shares issued during the six-month period ended September 30, 2024.

Shares issued in the six months ended September 30, 2023:

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 share, the fair market value on the date of issuance.

NOTE 9: COMMITMENTS AND CONTINGENCIES

As of September 30, 2024, the Company has a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

NOTE 10 – 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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “intends,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled “Risk Factors” in our registration statement on Form 10-12G/A, as filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Report. You should read this Report with the understanding that our actual future results may be materially different from what we expect.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

The management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following discussion of our financial condition and results of operations should be read in conjunction with the notes to the consolidated unaudited financial statements appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended March 31, 2024, as filed with the SEC in its Annual Report on Form 10-K/A on August 15, 2024, along with the accompanying notes. As used in this Quarterly Report, the terms “we,” “us,” “our” and the “Company” means Groove Botanicals, Inc.

The Company relies primarily on its current sole officer and director, Kent Rodriguez to manage its day-to-day business and has outsourced professional services to third parties in an effort to maintain lower operational costs.

Mr. Rodriguez, as the holder of the Company’s issued and outstanding shares of the Company’s Series A Preferred Stock, holds 51% of the voting rights of the Company. He will be able to influence the outcome of all corporate actions requiring the approval of our stockholders.

Plan of Operations

On September 14, 2023, we filed a registration statement on Form 10-12g which was deemed effective by the Securities and Exchange Commission (“SEC”) on November 8, 2023.

We plan to assemble a portfolio of early-stage EV Battery Technologies developed from Universities in Norway, Sweden and Finland, and seek grants from the State of Minnesota Department of Economic Development to find and identify corporate partners to commercialize these technologies and ultimately produce revenues for the Company.

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

As the Company continues its business development and asset acquisitions, the Company anticipates our capital needs to be between $500,000 and $5,000,000 (varying based on growth strategies).

Results of Operations

Three Months Ended September 30, 2024, and September 30, 2023

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future.

Net Loss

We reported a net loss of $29,833 in the three months ended September 30, 2024 as compared to a net loss of $30,045 in the three months ended September 30, 2023 and a net loss attributable to our common stockholders of $84,452 in the three months ended September 30, 2024 as compared to a net loss attributable to our common stockholders of $84,663 as of September 30, 2023 which is reflective of a dividend on our Preferred Stock of $54,618 at September 30, 2024 and September 30, 2023, respectively as follows:

	Three Months ended
	September 30,
	2024			2023

Net sales	$	—		$	—

Operating expenses:
Selling, General and Administrative Expenses		18,332			21,852
Rent		3,591			4,644
Legal and Professional Expenses		7,410			1,298
Consulting Expense		500			—
Total operating expenses		29,833			27,795

Income (loss) from operations		(29,833	)		(27,795	)

Other income (expense)
Interest Income (expense)		—			(2,250	)
Total other income (expense)		—			(2,250	)

Net income (loss)	$	(29,833	)	$	(30,045	)

Dividends on Preferred Stock		54,618			54,618
Net (loss) attributable to common stockholders	$	(84,452	)	$	(84,663	)

Operating Expenses

Total operating expenses for the three months ended September 30, 2024, and September 30, 2023, remained relatively constant with $29,833 at September 30, 2024 compared to total operating expenses of $30,045 at September 30, 2023. The increase in operating expenses during the three months ended September 30, 2024, is mainly due to an increase in legal and professional fees from $1,298 (September 30, 2023) to $7,410 (September 30, 2024) offset by a reduction in general and administrative expenses from $21,852 in the three months ended September 30, 2023, to $18,332 for the three months ended September 30, 2024. Rent remained relatively constant. The increase in legal and professional expenses was largely due to an increase in audit and accounting fees, filing fees and tax services from $1,298 for the period ended September 30, 2023 to $7,410 for the period ended September 30, 2024 due to continuing costs related to the audit of our interim financial statements following notice of effect for our Form 10 in November 2023. Consulting fees increased by $500 from $0 in the three months ended September 30, 2023, to $500 in the three months ended September 30, 2024.

Other Income (Expense)

Other income in the three months ended September 30, 2024, was nil, as compared to other income in the three months ended September 30, 2023, of $2,250, related to interest expense of $2,250 with no comparable expense in the three months ended September 30, 2024.

Dividends on Preferred Stock

Dividends on Preferred Stock for the period ended September 30, 2024, and 2023 remained constant, at $54,618 for each period. These dividends on preferred stock are required subject to the designation of the preferred stock and contribute to the net loss attributable to our common stockholders.

Six Months Ended September 30, 2024, and September 30, 2023

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future.

Net Loss

We reported a net loss of $66,372 in the six months ended September 30, 2024 as compared to a net loss of $156,272 in the six months ended September 30, 2023 and a net loss attributable to our common stockholders of $175,607 in the six months ended September 30, 2024 as compared to a net loss attributable to our common stockholders of $265,507 as of September 30, 2023 which is reflective of a dividend on our Preferred Stock of $109,235 at September 30, 2024 and September 30, 2023 as follows:

	Six Months ended
	September 30,
	2024			2023

Net sales	$	—		$	—

Operating expenses:
Selling, General and Administrative Expenses		34,931			38,816
Rent		8,235			9,288
Legal and Professional Expenses		21,956			25,368
Consulting Expense		1,250			78,300
Total operating expenses		66,372			151,772

Income (loss) from operations		(66,372	)		(151,772	)

Other income (expense)
Interest Income (expense)		—			(4,500	)
Total other income (expense)		—			(4,500	)

Net income (loss)	$	66,372	)	$	(156,272	)

Dividends on Preferred Stock		109,235			109,235
Net (loss) attributable to common stockholders	$	(175,607	)	$	(265,507	)

Operating Expenses

Total operating expenses for the six months ended September 30, 2024, were $66,372 compared to total operating expenses of $151,772 for the six months ended September 30, 2023. The decrease in operating expenses during the six months ended September 30, 2024, is mainly due to reduction in consulting expenses from $78,300 (September 30, 2023) to $1,250 (September 30, 2024) and a slight reduction in general and administrative expenses from $38,816 in the six months ended September 30, 2023, to $34,931 for the six months ended September 30, 2024. Rent, legal and professional expenses remained relatively constant for the six months ended September 30, 2024, and 2023 with a slight decrease of $3,412 in the six months ended September 30, 2024. Consulting fees decreased from $78,300 in the six months ended September 30, 2023, to $1,250 in the six months ended September 30, 2024, due to a consulting agreement with an independent third party settled by shares valued at $78,300 which terminated in the period ended September 30, 2023.

Other Income (Expense)

Other income in the six months ended September 30, 2024, was nil, as compared to other income in the six months ended September 30, 2023, of $4500, related to interest expense of $4,500 with no comparable expense in the six months ended September 30, 2024, due to the payment of outstanding loans with no outstanding loans for the six months ended September 30, 2024.

Dividends on Preferred Stock

Dividends on Preferred Stock for the period ended September 30, 2024, and 2023 remained constant, $109,235 for each of the six month periods ended September 30, 2024, and 2023. These dividends on preferred stock are required subject to the designation of the preferred stock and contribute to the net loss attributable to our common stockholders.

Operating Activities

	For the Six Months Ended September 30,
	2024			2023
Net Cash Used in Operating Activities	$	(63,468	)	$	(50,822	)
Net Cash From Investing Activities		—			—
Net Cash From Financing Activities		67,913			49,102
Net Change in Cash		4,445			(1,720	)
Cash at End of Period	$	6,133		$	2,846

Net cash used by operating activities was $63,468 for the six months ended September 30, 2024, compared to $50,822 for the six months ended September 30, 2023.

Net cash used in operating activities for the six months ended September 30, 2024, was primarily the result of a net loss of $66,372, offset by non-cash items including accrued payroll of $24,000, an increase in prepaid expenses of $4,538 and a decrease in accounts payable and accrued liabilities of $16,558.

Net cash used in operating activities for the six months ended September 30, 2023, was primarily the result of a net loss of $156,272, offset by non-cash items, including stock issued for outside services of $78,300, accrued interest of $4,500 and accrued payroll of $24,000, and changes in working capital including a decrease to accounts payable and accrued liabilities of $1,438 and a decrease in prepaid expenses of $88.

Investing Activities

There was no investing activity during the six months ended September 30, 2024, and 2023.

Financing Activities

Net cash provided by financing activities was $67,913 for the six months ended September 30, 2024, compared to $49,102 for the six months ended September 30, 2023. During the six months ended September 30, 2024, the Company received $67,913 in proceeds from a related party in the form of unsecured advances. During the six months ended September 30, 2023, the Company received net proceeds of $49,102 from a related party in the form of unsecured advances.

Liquidity and Capital Resources

We are in need of additional cash resources to maintain our operations. As of September 30, 2024, we had cash of $6,133 and prepaid expenses of $4,992. 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 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.

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 $66,372 and $156,272 for the six month periods ended September 30, 2024, and 2023, respectively. The Company’s accumulated deficit was $35,022,884 and $34,847,277 as of September 30, 2024, and March 31, 2024, 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe are reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. Our significant accounting policies are more fully discussed in Note 2 to our unaudited condensed financial statements contained herein.

Estimates

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of September 30, 2024, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our internal controls and procedures 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, who is the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have a formal 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 weakness, 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.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no shares issued during the six-month periods ended September 30, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

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.

ITEM 6. EXHIBITS

Exhibit Number		Exhibit
31		Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101		Inline XBRL (Extensible Business Reporting Language). The following materials from this Quarterly Report on Form 10-Q for the period ended September 30, 2024, are formatted in Inline XBRL: (i) condensed balance sheets of Groove Botanicals, Inc., (ii) condensed statements of operations of Groove Botanicals, Inc., (iii) condensed statements of operations and comprehensive income/(loss) of Groove Botanicals, Inc., (iv) condensed statements of changes in equity of Groove Botanicals, Inc., (v) consolidated statements of cash flows of Groove Botanicals, Inc. and (vi) notes to condensed financial statements of Groove Botanicals, Inc. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL.

SIGNATURES

Pursuant to the requirements 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: November 14, 2024	By:	/s/ Kent Rodriguez
		Ken Rodriguez
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

EXHIBIT 31

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

I, Kent Rodriguez (Principal Executive Officer and Principal Financial and Accounting Officer), certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Groove Botanicals, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15 (f) for the registrant and I have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Kent Rodriguez
		Kent Rodriguez
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Kent Rodriguez, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) of Groove Botanicals, Inc. (the “Company”), certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350) that, to his knowledge, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”):

(1)

fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Kent Rodriguez
Kent Rodriguez
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Date: November 14, 2024

Cover - shares	6 Months Ended
Cover - shares	Sep. 30, 2024	Oct. 16, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--03-31
Entity File Number	000-23476
Entity Registrant Name	GROOVE BOTANICALS, INC.
Entity Central Index Key	0000918573
Entity Tax Identification Number	84-1168832
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	310 Fourth Avenue South
Entity Address, Address Line Two	Suite 7000
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55415
City Area Code	612
Local Phone Number	315-5068
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		59,643,062

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Current Assets:
Cash	$ 6,133	$ 1,688
Accounts Receivable
Prepaid Expenses	4,992	454
Total Current Assets	11,125	2,142
TOTAL ASSETS	11,125	2,142
Current Liabilities:
Accounts Payable and Accrued Liabilities	74,614	91,172
Interest Payable
Related Party Payable	544,970	453,057
Convertible Notes Payable
Dividends payable	267,705	178,470
Dividends payable, related party	60,000	40,000
Total Current Liabilities	947,289	762,699
Total Liabilities	947,289	762,699
Stockholders’ Equity
Common Stock, $0.001 par value, 200,000,000 shares authorized. and 59,643,062 shares issued and outstanding as of September 30, 2024, and March 31, 2024, respectively	59,643	59,643
Additional paid-in capital	34,026,869	34,026,869
Accumulated deficit	(35,022,884)	(34,847,277)
Total stockholder’s equity	(936,164)	(760,557)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	11,125	2,142
Series A Preferred Stock [Member]
Current Liabilities:
Dividends payable	60,000	40,000
Stockholders’ Equity
Preferred stock, value	10	10
Series B Preferred Stock [Member]
Current Liabilities:
Dividends payable	267,705	178,470
Stockholders’ Equity
Preferred stock, value	$ 198	$ 198

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Mar. 31, 2024
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	59,643,062	59,643,062
Common stock, shares outstanding	59,643,062	59,643,062
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.10	$ 0.10
Preferred stock, shares authorized	100	100
Preferred stock, shares issued	100	100
Preferred stock, shares outstanding	100	100
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.10	$ 0.10
Preferred stock, shares authorized	2,000	2,000
Preferred stock, shares issued	1,983	1,983
Preferred stock, shares outstanding	1,983	1,983

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Expenses:
Selling, General and Administrative Expenses	$ 18,332	$ 21,852	$ 34,931	$ 38,816
Rent	3,591	4,644	8,235	9,288
Legal and Professional Expenses	7,410	1,298	21,956	25,368
Consulting Expense	500		1,250	78,300
Total Operating Expenses	29,833	27,795	66,372	151,772
Operating Loss	(29,833)	(27,795)	(66,372)	(151,772)
Other Income (Expense)
Interest Expense		(2,250)		(4,500)
Total Other Income (Expense)		(2,250)		(4,500)
Net (Loss)	(29,833)	(30,045)	(66,372)	(156,272)
Dividends on Preferred Stock	54,618	54,618	109,235	109,235
Loss attributed to common stockholders	$ (84,452)	$ (84,663)	$ (175,607)	$ (265,507)
Basic loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Diluted loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average common shares outstanding Basic	59,643,062	58,643,062	59,643,062	58,561,905
Weighted average common shares outstanding diluted	59,643,062	58,643,062	59,643,062	58,561,905

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock Series A Stock [Member]	Preferred Stock Series B Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Mar. 31, 2023	$ 10	$ 198	$ 57,643	$ 33,930,569	$ (34,426,718)	$ (438,298)
Beginning balance, shares at Mar. 31, 2023	100	1,983	57,643,062
Issuance of Stock for Consulting			$ 1,000	77,300		78,300
Issuance of Stock for Consulting, shares			1,000,000
Accrued dividend to related party					(54,618)	(54,618)
Net (loss)					(126,227)	(126,227)
Ending balance, value at Jun. 30, 2023	$ 10	$ 198	$ 58,643	34,007,869	(34,607,563)	(540,843)
Ending balance, shares at Jun. 30, 2023	100	1,983	58,643,062
Accrued dividend to related party, Series A Preferred Stock					(10,000)	(10,000)
Accrued dividend to Series B Preferred Stock					(44,617)	(44,617)
Net (loss)					(30,045)	(30,045)
Ending balance, value at Sep. 30, 2023	$ 10	$ 198	$ 58,643	34,007,869	(34,692,225)	(625,505)
Ending balance, shares at Sep. 30, 2023	100	1,983	58,643,062
Beginning balance, value at Mar. 31, 2024	$ 10	$ 198	$ 59,643	34,026,869	(34,847,277)	(760,557)
Beginning balance, shares at Mar. 31, 2024	100	1,983	59,643,062
Accrued dividend to related party					(54,617)	(54,617)
Net (loss)					(36,539)	(36,539)
Ending balance, value at Jun. 30, 2024	$ 10	$ 198	$ 59,643	34,026,869	(34,938,433)	(851,713)
Ending balance, shares at Jun. 30, 2024	100	1,983	59,643,062
Accrued dividend to related party, Series A Preferred Stock					(10,000)	(10,000)
Accrued dividend to Series B Preferred Stock					(44,618)	(44,618)
Net (loss)					(29,833)	(29,833)
Ending balance, value at Sep. 30, 2024	$ 10	$ 198	$ 59,643	$ 34,026,869	$ (35,022,884)	$ (936,164)
Ending balance, shares at Sep. 30, 2024	100	1,983	59,643,062

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flow From Operating Activities
Net Loss	$ (66,372)	$ (156,272)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Issued for Outside Services		78,300
Accrued Interest		4,500
Accrued Payroll	24,000	24,000
Changes in working capital
Increase (Decrease) in Prepaid Expenses	(4,538)	88
Increase (Decrease) in Accounts Payable and Accrued Liabilities	(16,558)	(1,438)
Net Cash Used in Operating Activities	(63,468)	(50,822)
Cash Flow From Investing Activities
Net Cash From Investing Activities
Cash Flow From Financing Activities
Funds received from Related Party	67,913	49,102
Net Cash From Financing Activities	67,913	49,102
Net Change in Cash	4,445	(1,720)
Cash at Beginning of Period	1,688	4,566
Cash at End of Period	6,133	2,846
Net cash paid for:
Interest
Income Taxes

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (29,833)	$ (30,045)	$ (66,372)	$ (156,272)

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND OPERATIONS

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

ORGANIZATION AND OPERATIONS

NOTE 1 - ORGANIZATION AND OPERATIONS

Current Operations

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Consolidation

Use of Estimates

Net Loss Per Share

Income Taxes

Beneficial Conversion Feature

Debt Issuance Cost

Recently Issued Accounting Pronouncements

GOING CONCERN

6 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 - GOING CONCERN

CASH

6 Months Ended

Sep. 30, 2024

Cash and Cash Equivalents [Abstract]

CASH

NOTE 4 – CASH

RELATED PARTY TRANSACTIONS

6 Months Ended

Sep. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

CONVERTIBLE NOTES PAYABLE

6 Months Ended

Sep. 30, 2024

Disclosure Convertible Notes Payable Abstract

CONVERTIBLE NOTES PAYABLE

NOTE 6 – CONVERTIBLE NOTES PAYABLE

As of September 30, 2024 and March 31, 2024, the balance of the convertible note was $0.

PREFERRED STOCK

6 Months Ended

Sep. 30, 2024

Equity [Abstract]

PREFERRED STOCK

NOTE 7 – PREFERRED STOCK

COMMON STOCK

6 Months Ended

Sep. 30, 2024

Equity [Abstract]

COMMON STOCK

NOTE 8 – COMMON STOCK

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

The Company had 59,643,062 shares of common stock issued and outstanding as of September 30, 2024, and March 31, 2024.

Shares issued in the six months ended September 30, 2024:

There were no shares issued during the six-month period ended September 30, 2024.

Shares issued in the six months ended September 30, 2023:

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9: COMMITMENTS AND CONTINGENCIES

As of September 30, 2024, the Company has a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

SUBSEQUENT EVENTS

6 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	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 June 30, 2024 and 2023, were derived from the Company’s consolidated financial statements at that date.
Basis of Consolidation	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	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.
Net Loss Per Share	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 and therefore is not presented.
Income Taxes	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 Conversion Feature	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 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.
Recently Issued Accounting Pronouncements	Recently Issued 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.

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 29,833	$ 30,045	$ 66,372	$ 156,272
Accumulated deficit	$ 35,022,884		$ 35,022,884		$ 34,847,277

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Related Party Transaction [Line Items]
Related party payment outstanding		$ 544,970		$ 544,970		$ 453,057
Accrued preferred dividends		54,618	$ 54,618	109,235	$ 109,235
Series A Preferred Stock [Member]
Related Party Transaction [Line Items]
Accrued preferred dividends		10,000	10,000	20,000	20,000
Chief Executive Officer [Member] \| Kent Rodriguez [Member]
Related Party Transaction [Line Items]
Description of employment agreement	Mr. Kent Rodriguez agreed to extend the term of this Employment Contract, which expired on March 31, 2024, for a further two-year term to March 31, 2026, retroactive to April 1, 2024, on the same terms and conditions. These payables and cash advances accrue no interest and have no maturity date.
Accrued salary		$ 12,000	$ 24,000	$ 12,000	$ 24,000

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)			1 Months Ended		12 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Mar. 07, 2022	Mar. 05, 2021	Dec. 31, 2023	Jan. 24, 2023	Mar. 31, 2024	Sep. 30, 2024
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt interest rate		10.00%
Maturity date		Jun. 30, 2022
Debt instrument principal amount		$ 40,000
Convertible Promissory Note [Member] \| Third Party [Member]
Short-Term Debt [Line Items]
Convertible promissory note		$ 40,000
Convertible Promissory Note 2 [Member]
Short-Term Debt [Line Items]
Convertible promissory note	$ 60,000
Debt interest rate	10.00%
Maturity date	Mar. 07, 2023
Debt instrument conversion price	$ 0.02
Convertible note					$ 0	$ 0
Convertible Promissory Note 2 [Member] \| Settlement Agreement [Member]
Short-Term Debt [Line Items]
Settlement payment			$ 40,000	$ 10,000
Gain on settlement of debt					71,242
Interest forgiven					$ 21,242

PREFERRED STOCK (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
PREFERRED STOCK (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Class of Stock [Line Items]
Liquidation preference, value	$ 500,000		$ 500,000
Liquidation preference per share	$ 5,000		$ 5,000
Accrued preferred dividends	$ 54,618	$ 54,618	$ 109,235	$ 109,235
Dividends payable	$ 267,705		$ 267,705		$ 178,470
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	100		100		100
Preferred stock, par value	$ 0.10		$ 0.10		$ 0.10
Preferred stock, shares issued	100		100		100
Preferred stock, shares outstanding	100		100		100
Accrued preferred dividends	$ 10,000	10,000	$ 20,000	20,000
Dividends payable	$ 60,000		$ 60,000		$ 40,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	2,000		2,000		2,000
Preferred stock, par value	$ 0.10		$ 0.10		$ 0.10
Preferred stock, shares issued	1,983		1,983		1,983
Preferred stock, shares outstanding	1,983		1,983		1,983
Accrued preferred dividends	$ 44,617	$ 44,617	$ 89,235	$ 89,235
Dividends payable	$ 267,705		$ 267,705		$ 178,470

COMMON STOCK (Details Narrative) - $ / shares	1 Months Ended
COMMON STOCK (Details Narrative) - $ / shares	Apr. 15, 2023	Sep. 30, 2024	Mar. 31, 2024
Offsetting Assets [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares issued		59,643,062	59,643,062
Common stock, shares outstanding		59,643,062	59,643,062
Consulting Agreement [Member]
Offsetting Assets [Line Items]
Stock issued in exchange for services	1,000,000
Share Price	$ 0.0783

COMMITMENTS AND CONTINGENCIES (Details Narrative)	6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Verbal lease agreement description	Company has a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

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GRVE Groove Botanicals Inc (PK)

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GRVE Groove Botanicals Inc (PK)

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