Groove Botanicals Amends 10-K/A for Typos, EV Battery Ambitions Unchanged

Ticker: GRVE · Form: 10-K/A · Filed: Aug 25, 2025 · CIK: 918573

Sentiment: bearish

Topics: EV Battery Technology, Typographical Error, 10-K/A Amendment, Early-Stage Company, High Risk Investment, No Revenue, Speculative Venture

TL;DR

**GRVE's 10-K/A is just a typo fix; their speculative EV battery play remains a high-risk, no-revenue gamble.**

AI Summary

GROOVE BOTANICALS INC. (GRVE) filed a 10-K/A Amendment No. 2 for the fiscal year ended March 31, 2025, solely to correct typographical errors in the Report of Independent Registered Public Accounting firm, including punctuation and an inaccurate line of text below the signature line. These revisions have no impact on the previously published financial results. The company, formerly Avalon Oil & Gas, Inc., has a history of unsuccessful operations across various industries since its incorporation in 1991. GRVE currently plans to assemble a portfolio of early-stage EV Battery Technologies from universities in Norway, Sweden, and Finland, seeking grants from the State of Minnesota to identify corporate partners for commercialization. The company does not currently own any patents or technologies and anticipates capital needs between $500,000 and $5,000,000 for business development and asset acquisitions. GRVE has one full-time employee, President Kent Rodriguez, and a part-time administrative assistant, with no research and development costs in fiscal 2025 or 2024. The aggregate market value of common stock held by non-affiliates was approximately $709,689 as of September 30, 2024, with 59,643,062 shares outstanding as of June 30, 2025.

Why It Matters

This amendment is a minor technical correction, indicating no change to GRVE's financial health or strategic direction, which remains focused on entering the highly competitive EV battery technology market. For investors, this means the substantial risks associated with GRVE's lack of current products, patents, and revenue, coupled with significant capital needs, persist. Employees and potential partners face uncertainty given the company's history of unsuccessful ventures and the challenging competitive landscape. The broader market should note that GRVE's ambitious plans to commercialize EV battery technologies are still in their nascent stages, with no guarantees of success in a sector dominated by large, established players and impacted by shifting regulatory policies.

Risk Assessment

Risk Level: high — The risk level is high because Groove Botanicals Inc. explicitly states, "We do not currently have any products" and "Since inception we have operated unsuccessfully, in various different industries." The company also acknowledges that "the process to acquire patents and technologies can be costly, and as such, the Company is not guaranteed to acquire any such patents," highlighting significant operational and financial uncertainty.

Analyst Insight

Investors should approach GRVE with extreme caution, recognizing it as a highly speculative venture with no current products or revenue. Given the company's history of unsuccessful operations and the significant capital required for its EV battery ambitions, a 'wait and see' approach is advisable until concrete progress, such as patent acquisitions or revenue generation, is demonstrated.

Financial Highlights

debt To Equity
N/A
revenue
N/A
operating Margin
N/A
total Assets
N/A
total Debt
N/A
net Income
N/A
eps
N/A
gross Margin
N/A
cash Position
N/A
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

What was the purpose of Groove Botanicals Inc.'s 10-K/A Amendment No. 2?

The sole purpose of Groove Botanicals Inc.'s 10-K/A Amendment No. 2, filed on August 25, 2025, was to correct typographical errors in the Report of Independent Registered Public Accounting firm, specifically punctuation and an inaccurate line of text below the signature line. These revisions had no impact on the company's previously published financial results for the fiscal year ended March 31, 2025.

What are Groove Botanicals Inc.'s current business plans?

Groove Botanicals Inc. plans to assemble a portfolio of early-stage EV Battery Technologies developed from universities in Norway, Sweden, and Finland. The company intends to seek grants from the State of Minnesota Department of Economic Development to find corporate partners to commercialize these technologies and ultimately generate revenue.

Does Groove Botanicals Inc. currently have any products or patents?

No, Groove Botanicals Inc. explicitly states, "We do not currently have any products." Furthermore, the company does not currently own any patents or technologies related to the EV battery industry, and acknowledges that acquiring them can be costly and is not guaranteed.

What are the anticipated capital needs for Groove Botanicals Inc.?

As Groove Botanicals Inc. continues its business development and asset acquisitions, the company anticipates its capital needs to be between $500,000 and $5,000,000. This range varies based on the specific growth strategies pursued.

Who is the President of Groove Botanicals Inc. and how many employees does the company have?

The President of Groove Botanicals Inc. is Kent Rodriguez, who is the company's sole full-time employee. The company also employs a part-time administrative assistant and retains consultants and advisors on an as-needed basis.

What is the history of Groove Botanicals Inc.'s operations?

Groove Botanicals Inc. was originally incorporated in Colorado on April 25, 1991, as Snow Runner (USA), Inc. The company has undergone multiple name changes and state domicile changes, operating unsuccessfully in various different industries since its inception, including snow skates and oil & gas, before its current focus on EV battery technology.

How do recent U.S. policy changes impact the EV sector, according to the filing?

The filing cites an article by Michael C. Anderson indicating that Donald Trump's return to the presidency brought sweeping changes, including revoking a 2021 executive order targeting 50% EV sales by 2030 and freezing $5 billion allocated for EV charging stations. These policy reversals are expected to slow EV adoption and create market volatility, potentially impacting automakers and battery manufacturers.

What is the aggregate market value of Groove Botanicals Inc.'s common stock held by non-affiliates?

As of September 30, 2024, the aggregate market value of Groove Botanicals Inc.'s common stock held by non-affiliates was approximately $709,689. This value is computed by reference to the price at which the Common Stock was last sold on that date.

What are the competitive challenges for Groove Botanicals Inc. in the Green Energy Market?

Groove Botanicals Inc. acknowledges that entering the Green Energy Market is highly competitive, with many large companies focusing on the industry. The entry of several small companies has also caused the space to become fragmented, making the barrier for entry more complicated for new players like GRVE.

Did Groove Botanicals Inc. incur any research and development costs recently?

No, Groove Botanicals Inc. did not have any research and development costs during fiscal 2025 and 2024. This is notable given their stated plan to assemble a portfolio of early-stage EV Battery Technologies.

Risk Factors

Industry Context

Groove Botanicals Inc. is attempting to enter the highly competitive and rapidly evolving Electric Vehicle (EV) battery technology sector. This industry is characterized by significant research and development investment, intense global competition from established players and emerging startups, and a strong focus on innovation in areas like battery chemistry, energy density, charging speed, and sustainability. The company's strategy of acquiring early-stage technologies from universities in Scandinavia positions it to potentially leverage cutting-edge research, but also exposes it to the inherent risks of early-stage ventures and the need for substantial capital for development and commercialization.

Regulatory Implications

As a company seeking to operate in the technology sector, GRVE faces potential regulatory scrutiny related to intellectual property, environmental standards for battery production (if it reaches that stage), and compliance with securities laws, especially given its history and reliance on external funding. The amendment itself highlights the importance of accurate financial reporting and auditor attestations, even for minor corrections.

What Investors Should Do

  1. Scrutinize the company's strategy for acquiring and commercializing EV battery technologies.
  2. Evaluate the funding strategy to meet anticipated capital needs.
  3. Assess the management team's capability to pivot into a new, complex industry.
  4. Monitor the company's progress in securing university partnerships and potential grant funding.

Key Dates

Glossary

10-K/A
An amended annual report filed with the SEC to correct or supplement information previously submitted in a Form 10-K. (This filing is an amendment to GRVE's annual report, specifically Amendment No. 2, indicating corrections were made to the original filing.)
Forward-Looking Statements
Statements in a filing that predict or describe future events or conditions, often accompanied by cautionary language about risks and uncertainties. (GRVE includes standard cautionary language regarding forward-looking statements, emphasizing that actual results could differ materially from expectations due to various risks.)
Par Value
A nominal value assigned to a stock by the issuing company, often very low, with little relation to market value. (The par value of GRVE's common stock is $0.001, indicating a nominal accounting value per share.)
EV Battery Technologies
Technologies related to the development, manufacturing, and performance of electric vehicle batteries. (This is the core focus of GRVE's future business strategy, aiming to acquire and commercialize early-stage technologies in this sector.)
Form 15-12B
A filing used to voluntarily terminate the registration of a class of securities and suspend the duty to file reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934. (GRVE filed this form in August 2021, indicating a previous attempt to reduce its reporting obligations.)

Year-Over-Year Comparison

This filing is an amendment (No. 2) to the Form 10-K for the fiscal year ended March 31, 2025, solely to correct typographical errors in the Report of Independent Registered Public Accounting Firm. The amendment explicitly states that these revisions have no impact on the previously published financial results. Therefore, there are no changes in key metrics such as revenue, net income, margins, or balance sheet items compared to the original filing; the focus remains on the narrative and the company's forward-looking strategy rather than updated financial performance.

Filing Stats: 4,468 words · 18 min read · ~15 pages · Grade level 11.9 · Accepted 2025-08-25 17:08:56

Key Financial Figures

Filing Documents

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 4 Item 1C Cybersecurity 4 Item 2.

Properties

Properties 4 Item 3.

Legal Proceedings

Legal Proceedings 4 Item 4. Mine Safety Disclosures 4 PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5 Item 6. Reserved 6 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 11 Item 8. Financial Statement and Supplementary Data 11 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11 Item 9A.

Controls and Procedures

Controls and Procedures 12 Item 9B. Other Information 13 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 13 PART III. Item 10. Directors, Executive Officers and Corporate Governance 13 Item 11.

Executive Compensation

Executive Compensation 14 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 Item 13. Certain Relationships and Related Transactions, and Director Independence 15 Item 14. Principal Accounting Fees and Services 16 PART IV. Item 15. Exhibits, Financial Statement Schedules 17 Item 16. Form 10-K Summary 33 PART I Cautionary Note Regarding Forward-Looking Statements In addition to historical information, this Annual Report on Form 10-K of Groove Botanicals Inc. contains "forward-looking statements." Any statements contained herein that are not of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking limitation, future capital requirements, regulatory actions or delays and other factors that may cause actual results to be materially different from those described or anticipated by these forward-looking statements. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. We undertake no obligation to update or revise any forward-looking statements

Business

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 re

Risk Factors

Item 1A. Risk Factors Smaller reporting companies are not required to provide the information required by this item. For risks relating to our operations, see "Risk Factors" contained in our Form 10-12g/A filed with the SEC on November 6, 2023

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None

Cybersecurity

Item 1C. Cybersecurity We recognize the importance of developing, implementing, and maintaining robust cybersecurity measures to protect our information systems and protect the confidentiality, integrity, and availability of our data. Presently our information systems are limited to databases maintained by third parties. As a result, we have limited policies and procedures to assess, identify, and manage material risk from cybersecurity threats. We assess risks from cybersecurity threats against our third-party information systems that may result in adverse effects on our information systems or any information residing therein. We conduct periodic and ad-hoc assessments to identify cybersecurity threats. Presently we do not believe there are any material threats to our systems. Following these risk assessments, if needed, we evaluate whether and/or how to re-design, implement, and maintain reasonable safeguards to mitigate identified risks and reasonably address any identified gaps in existing safeguards. We do not yet have an IT manager given our limited exposure to risks, and therefore the review of our limited systems is undertaken by our President to manage the risk assessment and mitigation process. When applicable to our corporate structure and when we believe exposure to risks within our systems exceeds the current limited levels of exposure, we will monitor and test our safeguards and train our employees on the implementation of such safeguards, in collaboration with human resources, IT, and management, as available. We aim to promote a company-wide culture of cybersecurity risk management as we grow in size. Risks from Cybersecurity Threats As of the date of this report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition. Governance Our board of directors is responsible for monitoring and assessing strategic risk exposure. Our board o

Properties

Item 2. Properties Our corporate office is located at 310 Fourth Avenue South, Suite 700, Minneapolis, MN 55415. This office space is rented from an unaffiliated third party on a month-to-month basis under terms of a verbal agreement for a monthly rental of $1,200.

Legal Proceedings

Item 3. Legal Proceedings There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable 5 PART II

Market for Registrant's Common Equity, Related

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. a) Market Information Our common stock is currently quoted on OTCMarkets OTCID under the symbol GRVE. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. Period High Low Quarter ended March 31, 2025 0.0163 0.006 Quarter ended December 31, 2024 0.0163 0.0012 Quarter ended September 30, 2024 0.02 0.0053 Quarter ended June 30, 2024 0.050 0.005 Quarter ended March 31, 2024 .050 .020 Quarter ended December 31, 2023 .127 .023 Quarter ended September 30, 2023 .177 .035 Quarter ended June 30, 2023 .298 .043 b) Holders On March 31, 2025, there are approximately 720 holders of record of our common stock. c) Dividends that may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. Holders of Series A Stock are entitled to receive dividends on shares of Series A Preferred equal (on an as-converted to common stock basis) to and in the same form as dividends actually paid on our common stock. Series A Preferred Stock holds designations of cash dividends at the rate of 8% of the amount per share of Series A Preferred Stock per annum in the form of "Preferred Dividends", voting rights on an as-converted to Common Stock basis, liquidation preferences, and conversion rights in which each share of Series A Preferred Stock shall, upon conversion, represent 0.51% of the then "Fully-Diluted Shares Outstanding" of the Company. On January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Pref

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