OTC: GRVE
GROOVE BOTANICALS INC.CIK 0000918573 · SIC 1311 · Crude Petroleum & Natural Gas
As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “registrant,” “we,” “our” or “us” refer to Groove Botanicals Inc. unless the context otherwise indicates. About this business →
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Latest financial statements
From 10-Q filed Aug 11, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Condensed Consolidated Statements of Operations (Unaudited)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 |
|---|---|---|
| Expenses: | ||
| Selling, General and Administrative Expenses | 18,719 | 18,965 |
| Rent | 3,600 | 3,600 |
| Legal and Professional Expenses | 5,999 | 15,605 |
| Total operating expenses | 28,318 | 38,170 |
| Operating loss | (28,318) | (38,170) |
| Other income (expense) | ||
| Other income | 7,147 | — |
| Total other income | 7,147 | — |
| Net (loss) | (21,171) | (38,170) |
| Dividend on Preferred Stock | (54,618) | (54,617) |
| Net (loss) attributable to common shareholders | (75,789) | (92,787) |
| Basic and diluted loss per common share | (0.00) | (0.00) |
| Weighted average common shares outstanding Basic and diluted | 59,643,062 | 59,643,062 |
Condensed Consolidated Balance Sheets (Unaudited)
| Description | June 30, 2026 | March 31, 2026 |
|---|---|---|
| ASSETS | ||
| Current Assets: | ||
| Cash | 1,494 | 1,502 |
| Prepaid Expenses | 1,031 | 2,930 |
| Total Current Assets | 2,525 | 4,432 |
| TOTAL ASSETS | 2,525 | 4,432 |
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||
| Current Liabilities: | ||
| Accounts Payable and Accrued Liabilities | 62,394 | 69,309 |
| Related Party Payable | 774,140 | 747,961 |
| Dividends payable | 472,144 | 435,825 |
| Dividends payable, related party | 237,884 | 219,585 |
| Total Current Liabilities | 1,546,562 | 1,472,680 |
| Total Liabilities | 1,546,562 | 1,472,680 |
| Stockholders’ Equity | ||
| Preferred Stock, Series A, $0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of June 30, 2026, and March 31, 2026 | 10 | 10 |
| Preferred Stock, Series B, $0.10 par value, 2,000 shares authorized; 1,983 shares issued and outstanding as of June 30, 2026, and March 31, 2026 | 198 | 198 |
| Common Stock, $0.001 par value, 200,000,000 shares authorized. and 59,643,062 shares issued and outstanding as of June 30, 2026, and March 31, 2026 | 59,643 | 59,643 |
| Additional paid-in capital | 34,026,869 | 34,026,869 |
| Accumulated deficit | (35,630,757) | (35,554,968) |
| Total stockholders’ deficit | (1,544,037) | (1,468,248) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 2,525 | 4,432 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 |
|---|---|---|
| Cash Flow From Operating Activities | ||
| Net Loss | (21,171) | (38,170) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Increase in accrued related-party compensation | 12,000 | 12,000 |
| Changes in working capital | ||
| Decrease (Increase) in Prepaid Expenses | 1,899 | 1,529 |
| Increase (Decrease) in Accounts Payable and Accrued Liabilities | (6,915) | 4,855 |
| Net Cash Used in Operating Activities | (14,187) | (19,786) |
| Cash Flow From Investing Activities | — | — |
| Net Cash From Investing Activities | — | — |
| Cash Flow From Financing Activities | ||
| Advances from related party | 14,179 | 22,677 |
| Repayments to related party | — | (2,196) |
| Net Cash From Financing Activities | 14,179 | 20,481 |
| Net Change in Cash | (8) | 695 |
| Cash at Beginning of Period | 1,502 | 2,042 |
| Cash at End of Period | 1,494 | 2,737 |
| Net cash paid for: | ||
| Interest | — | — |
| Income Taxes | — | — |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About GROOVE BOTANICALS INC.
Source: Item 1 (Business) from the 10-K filed June 29, 2026. Description as filed by the company with the SEC.
Item 1. Business.
As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “registrant,” “we,” “our” or “us” refer to Groove Botanicals Inc. unless the context otherwise indicates.
Prior Operations
Organizational history
Groove Botanicals, Inc. (the “Company”), (formerly known as Avalon Oil & Gas, Inc.), was originally incorporated in Colorado on April 25, 1991 under the name Snow Runner (USA), Inc. The Company was the general partner of Snow Runner (USA) Ltd.; a Colorado limited partnership to sell proprietary snow skates under the name “Sled Dogs” which was dissolved in August 1992. In late 1993, the Company relocated its operations to Minnesota and in January 1994 changed its name to Snow Runner, Inc. In November 1994 we changed our name to the Sled Dogs Company. In May 1999, we changed our state of domicile to Nevada and our name to XDOGS.COM, Inc. On July 31, 1998, the Company split their shares One (1) for Fifty-Four (54). On August 24, 2000, the Company split their shares One (1) for Five (5) and changed our name from XDOGS.COM to XDOGS, Inc. We changed our symbol from XDGS to XDGI. On June 22, 2005, the Company changed our name from XDOGS, Inc. to Avalon Oil and Gas, Inc. We changed our symbol from XDGI to AOGS. On July 22, 2005, the Board of Directors and a majority of the Company’s shareholders approved an amendment to our Articles of Incorporation to change the Company’s name to Avalon Oil & Gas, Inc., and to increase the authorized number of shares of our common stock from 200,000,000 shares to 1,000,000,000 shares par value of $0.001. On May 15, 2007, the Company split its shares One (1) for Twenty (20). We changed our symbol from AOGS to AOGN. On June 4, 2012, the Board of Directors approved an amendment to our Articles of Incorporation to a reverse split of the issued and outstanding shares of Common Stock of the Company (“Shares”) such that each holder of Shares as of the record date of June 4, 2012 shall receive one (1) post-split Share on the effective date of June 4, 2012 for each three hundred (300) Shares owned. The reverse split was effective on July 23, 2012. On September 28, 2012, we held a special meeting of Avalon’s shareholders and approved an amendment to the Company’s Articles of Incorporation such that the Company would be authorized to issue up to 200,000,000 shares of common stock. We filed an amendment with the Nevada Secretary of State on April 10, 2013, to increase our authorized shares to 200,000,000. On July 23, 2012, the Company split their shares One (1) for Three Hundred (300). On May 14, 2018, the Company changed its name from Avalon Oil and Gas, Inc., to Groove Botanicals, Inc. We changed our symbol from AOGN to GRVE. On August 2, 2021, we filed a Form 15-12B to suspend our duty to file reports under sections 13 and 15(d) of the securities exchange act of 1934. Since inception we have operated unsuccessfully, in various different industries.
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Present Operations
The Company intends to change our name from Groove Botanicals, Inc., to Nordmark Technologies, Inc., to better describe our corporate focus.
The Company is an early-stage company. We intend to identify and evaluate early-stage intellectual property and applied technologies that may originate from, or be developed within, the research ecosystems of Norwegian universities, university hospitals, applied research institutions, and related technology-transfer or innovation organizations, and to assess whether selected technologies may be suitable for licensing, further development, or commercialization in North America through licensing, strategic relationships, commercial partnerships, customer arrangements, or other commercial structures, if available.
We have selected an initial geographic focus on Norway as we believe a concentrated review of a defined research ecosystem may allow us to evaluate opportunities more efficiently. We believe certain Norwegian institutions are active in selected applied-technology sectors that may be relevant to North American markets, which may include energy and offshore technology, maritime and ocean industries, aquaculture, carbon capture, health sciences, medical technology, and other applied industrial and digital technologies. By way of illustration and not limitation, the types of institutions whose research we may consider include the University of Oslo, Oslo University Hospital and its associated technology-transfer organization, SINTEF, the Norwegian University of Science and Technology, and the University of Bergen, among others.
We are in an early stage of development, we have not entered into any licensing agreements or formal arrangements with any of these institutions or any other Norwegian research organization or any university, research institution, or technology transfer organization to date. Nor have we identified or have any specific technology or intellectual property rights under contract, and we do not have proprietary or exclusive access to any technology pipeline. There can be no assurance that suitable technologies will be identified, licensed, developed, or successfully commercialized.
As the Company continues its business development and asset acquisitions, the Company anticipates our capital needs to be between $500,000 and $5,000,000 (varying based on growth strategies).
Principal Products
We do not currently have any products, technologies, or intellectual property rights. Our current activities are focused on identifying and evaluating potential licensing, development, or commercialization opportunities involving early-stage technologies and applied intellectual property that originate from universities and research institutions in Norway.
Marketing, Sales and Customer Service
We currently are not undertaking any marketing or sales activities.
Competition
The market for identifying, licensing, developing, and commercializing early-stage technologies and intellectual property is highly competitive. We may compete with established companies, universities, research institutions, venture funds, technology-transfer organizations, strategic investors, and other commercialization platforms that may have greater capital, technical expertise, institutional relationships, and operating resources than we do.
Intellectual Property
The Company does not currently own, license, or control any early-stage technologies or intellectual property rights originating from Norwegian universities, university hospitals, applied research institutions, or related innovation organizations. There can be no assurance that we will identify suitable technologies, obtain intellectual property rights
on acceptable terms, or successfully protect, develop, or commercialize any intellectual property.
Employees
We have one full time employee, our President, Kent Rodriguez and a part time administrative assistant. The Board retains consultants and advisors on as needed basis. They are compensated with cash and also with the issuance of the Company’s common stock.
Research and Development
We did not have any research and development costs during fiscal 2026 and 2025.
Recent Developments
Other Information
None