Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

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 Amendment No. 2 to our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the "SEC") on August 25, 2025, 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, 2025 included in our Amendment No. 2 to our 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.

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).

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Results of Operations

Three Months Ended December 31, 2025, and December 31, 2024

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 attributable to common stockholders of $88,485 in the three months ending December 31, 2025 as compared to a loss of $87,649 in the three months ended December 31, 2024, including accrued dividends on our Series A and B Preferred stock of $54,618 in each of the three months ended December 31, 2025 and 2024, respectively.

		Three Months ended
		December 31,
		2025				2024
Net sales		$	-			$	-
Operating expenses:
Selling, General and Administrative Expenses			16,041				17,255
Rent			3,600				3,600
Legal and Professional Expenses			8,476				12,176
Consulting Expense			5,750				-
Total operating expenses			33,867				33,031
Income (loss) from operations			(33,867	)			(33,031	)
Net income (loss)		$	(33,867	)		$	(33,031	)
Dividends on Preferred Stock			54,618				54,618
Net (loss) attributable to common stockholders		$	(88,485	)		$	(87,649	)

Operating Expenses

Total operating expenses for the three months ending December 31, 2025 of $33,867 increased slightly as compared to the total operating expenses recorded for the three months ended December 31, 2024 of $33,031. The slight increase in operating expenses for the three months ended December 31, 2025 was mainly due to an increase in consulting fees of $5,750 offset by a decrease in legal and professional expenses of $3,700 due to a decrease in audit fees and filing fees and a decrease in general expenses in the period ended December 31, 2025.

Dividends on Preferred Stock

Dividends on Preferred Stock for the three-month period ended December 31, 2025, and 2024 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.

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Nine Months Ended December 31, 2025, and December 31, 2024

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 attributable to common stockholders of $268,272 in nine months ending December 31, 2025, as compared to a loss of $263,258 in the six months ended December 31, 2024, which includes accrued dividends on our Series A and B Preferred stock of $163,852 in the nine months ended December 31, 2025 and $163,854 in the nine months ended December 31, 2024.

		Nine Months ended
		December 31,
		2025				2024
Net sales		$	-			$	-
Operating expenses:
Selling, General and Administrative Expenses			51,523				52,187
Rent			10,800				11,835
Legal and Professional Expenses			34,847				34,132
Consulting Expense			7,250				1,250
Total operating expenses			104,420				99,404
Income (loss) from operations			(104,420	)			(99,404	)
Net income (loss)		$	(104,420	)		$	(99,404	)
Dividends on Preferred Stock			163,852				163,854
Net (loss) attributable to common stockholders		$	(268,272	)		$	(263,258	)

Operating Expenses

Total operating expenses for the nine months ended December 31, 2025 of $104,420 increased by approximately 5% as compared to the total operating expenses recorded for the nine months ending December 31, 2024 of $99,404. General and administrative expenses remained relatively constant at $52,187 (2024) and $51,523 (2025). Legal and professional expenses also remained relatively constant at $34,232 (2024) and $34,847 (2025)... Rent expense reflected a small decrease of $1,035 or 12% from 2024 to 2025. Consulting fees increased by $6,000 from $1,250 (2024) to $7,250 (2025) mainly due to the Company executing a social media contract under which it made payments of $5,000 during the nine months ended December 31, 2025 with no comparable expense in the nine months ended December 31, 2024.

Dividends on Preferred Stock

Dividends on Preferred Stock for the nine-month periods ended December 31, 2025 and 2024 remained constant, at $163,854 (2024) and $163,852 (2025) 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.

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Operating Activities

		For the Nine Months Ended December 31,
		2025				2024
Net Cash Used in Operating Activities		$	(75,675	)			(89,329	)
Net Cash From Investing Activities			-				-
Net Cash From Financing Activities			75,127				88,892
Net Change in Cash			(548	)			(437	)
Cash at End of Period		$	1,494			$	1,251

Net cash used by operating activities was $75,675 for the nine months ended December 31, 2025, compared to $89,329 for the nine months ended December 31, 2024.

Net cash used in operating activities for the nine months ending December 31, 2025, was primarily the result of a net loss of $104,420, offset by non-cash items including accrued payroll of $36,000, and changes in working capital related to an increase in prepaid expenses of $2,288 and a decrease in accounts payable and accrued liabilities of $4,967.

Net cash used in operating activities for the nine months ended December 31, 2024, was primarily the result of a net loss of $99,404, offset by non-cash items including accrued payroll of $36,000, an increase in prepaid expenses of $3,028 and a decrease in accounts payable and accrued liabilities of $22,897.

Investing Activities

There was no investing activity during each of the nine months ended December 31, 2025 and 2024.

Financing Activities

Net cash provided by financing activities was $75,127 for the nine months ended December 31, 2025 which relates to advances from a replated party of $79,319 in the form of unsecured advances and repayments to a related party of $4,192, compared to advances of $88,892 from a related party with no repayments recorded for the nine months ended December 31, 2024. Advances from the related party are all unsecured with no specific terms of repayment.

Liquidity and Capital Resources

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 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.

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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 $104,420 and $99,404 for the nine months ended December 31, 2025, and December 31, 2024, respectively. The Company's accumulated deficit was $35,464,854 and $35,196,581 as of December 31, 2025, and March 31, 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) 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.

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.

Recent Accounting Pronouncements

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

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-09 - Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The standard is effective for public companies for annual periods beginning after December 15, 2024. Early adoption is available. The Company adopted ASU 2023-09 for the year beginning April 1, 2025. The adoption of this ASU had no impact on the Company's financial position, results of operations, or cash flows.

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Recent Accounting Standard Not Yet Adopted:

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