Groove Botanicals' Losses Mount Amid EV Battery Pivot, No Revenue

TL;DR

**GRVE is a cash-burning shell company with no revenue, a massive accumulated deficit, and a highly speculative pivot into EV batteries – avoid at all costs.**

AI Summary

GROOVE BOTANICALS INC. (GRVE) reported a net loss of $70,553 for the six months ended September 30, 2025, an increase from a net loss of $66,372 for the same period in 2024. The company's total assets increased to $8,164 as of September 30, 2025, from $4,520 as of March 31, 2025, primarily due to an increase in prepaid expenses from $2,478 to $6,672. Total liabilities also rose significantly to $1,297,813 from $1,114,381 over the same period, driven by an increase in related party payables to $687,957 and dividends payable to $363,187. The accumulated deficit expanded to $35,376,369 by September 30, 2025, from $35,196,581 at March 31, 2025. GRVE continues to operate at a loss, with operating expenses totaling $70,553 for the six months ended September 30, 2025. The company is attempting to pivot its business model to assemble a portfolio of early-stage EV Battery Technologies, but currently owns no patents or technologies in this space and has no revenue. Management's employment agreement with CEO Kent Rodriguez was extended to March 31, 2026, with an annual salary of $48,000.

Why It Matters

For investors, GRVE's continued net losses and accumulated deficit of over $35 million, coupled with no revenue and a speculative business pivot into EV battery technology without any current patents, signal extreme risk. The reliance on related party financing, with related party payables reaching $687,957, indicates a lack of independent funding and raises governance concerns. Employees face uncertainty given the company's long history of unsuccessful ventures across various industries. Customers are non-existent as the company has no current products or services. The broader market impact is minimal due to GRVE's microcap status and lack of operational success, but it highlights the challenges for highly speculative ventures in competitive sectors like EV technology.

Risk Assessment

Risk Level: high — The company has incurred recurring net losses since inception, with a net loss of $70,553 for the six months ended September 30, 2025, and an accumulated deficit of $35,376,369. Cash on hand is critically low at $1,492 as of September 30, 2025, and the company explicitly states that these factors raise "substantial doubt regarding the Company's ability to continue as a going concern."

Analyst Insight

Investors should avoid GRVE. The company has no revenue, significant accumulated losses, and a highly speculative business plan in EV battery technology without any current assets or intellectual property in that field. The going concern warning and reliance on related party financing indicate severe financial instability.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$8,164

total Debt

$1,297,813

net Income

-$70,553

eps

$0.00

gross Margin

N/A

cash Position

$1,492

revenue Growth

N/A

Executive Compensation

Key Numbers

• $70,553 — Net Loss (for the six months ended September 30, 2025, an increase from $66,372 in 2024)
• $35,376,369 — Accumulated Deficit (as of September 30, 2025, indicating significant historical losses)
• $1,492 — Cash (as of September 30, 2025, a decrease from $2,042 at March 31, 2025)
• $1,297,813 — Total Current Liabilities (as of September 30, 2025, up from $1,114,381 at March 31, 2025)
• $687,957 — Related Party Payable (as of September 30, 2025, an increase from $608,833 at March 31, 2025)
• 59,643,062 — Common Shares Outstanding (as of November 18, 2025)
• $48,000 — CEO Annual Salary (accrued wages payable to Kent Rodriguez)
• $20,000 — Preferred Dividends to Related Party (accrued for Series A preferred shares for six months ended September 30, 2025)
• 0.51% — Series A Preferred Conversion Ratio (each share converts to 0.51% of fully-diluted common stock)
• $8,164 — Total Assets (as of September 30, 2025, up from $4,520 at March 31, 2025)

Key Players & Entities

• GROOVE BOTANICALS INC. (company) — registrant
• Kent Rodriguez (person) — CEO and sole shareholder of Series A Preferred shares
• SEC (regulator) — Securities and Exchange Commission
• Avalon Oil & Gas, Inc. (company) — former name of registrant
• Biotrex, Inc. (company) — 100% controlled non-operating subsidiary
• Maxidyne, Inc. (company) — 100% controlled non-operating subsidiary
• State of Minnesota Department of Economic Development (regulator) — potential grant provider
• Nevada (company) — state of incorporation
• Colorado (company) — original state of incorporation
• Bloomberg (company) — publisher

FAQ

Risk Factors

• Persistent Net Losses and Growing Deficit [high — financial]: The company reported a net loss of $70,553 for the six months ended September 30, 2025, an increase from $66,372 in the prior year. The accumulated deficit has grown to $35,376,369 as of September 30, 2025, indicating a significant history of unprofitability.
• Lack of Revenue and Business Pivot Uncertainty [high — operational]: GRVE currently has no revenue and is attempting to pivot to an EV Battery Technologies portfolio. However, the company owns no patents or technologies in this space, creating substantial execution risk for the new business model.
• Extremely Low Cash Position [high — financial]: Cash on hand has decreased to $1,492 as of September 30, 2025, from $2,042 at March 31, 2025. This minimal cash balance raises concerns about the company's ability to fund ongoing operations and its strategic pivot.
• Significant Increase in Liabilities, Including Related Party Debt [medium — financial]: Total liabilities increased to $1,297,813 as of September 30, 2025, driven by a rise in related party payables to $687,957 and dividends payable to $363,187. This increasing debt burden, particularly from related parties, warrants close scrutiny.
• Dependence on Related Party Transactions [medium — operational]: The substantial increase in related party payables to $687,957 and dividends payable to related parties ($182,988) suggests a high degree of financial dependence on insiders, which can pose governance and transparency risks.
• Dilution Risk from Preferred Stock [low — financial]: The Series A preferred stock has a conversion ratio of 0.51% of fully-diluted common stock per share. While the number of shares is small (100 shares), any future conversion or issuance could dilute existing common shareholders.

Industry Context

The company is attempting to pivot into the early-stage EV Battery Technologies sector. This is a rapidly growing but highly competitive industry, dominated by established players and requiring significant R&D investment and intellectual property. Success hinges on technological breakthroughs and securing substantial funding.

Regulatory Implications

As a publicly traded company, GRVE is subject to SEC regulations and reporting requirements. The lack of revenue and ongoing losses could attract scrutiny regarding its ability to continue as a going concern. The pivot to a new industry may also require compliance with specific regulations related to battery technology and environmental standards.

What Investors Should Do

1. Monitor the execution of the EV Battery Technologies pivot.
2. Assess the sustainability of operations given the low cash balance.
3. Investigate the nature and terms of related party payables and dividends.
4. Evaluate the long-term viability given the substantial accumulated deficit.

Key Dates

• 2025-09-30: End of Six-Month Period — Reporting period for the current 10-Q, showing increased net loss and asset growth primarily from prepaid expenses.
• 2025-03-31: End of Prior Six-Month Period — Previous reporting period for balance sheet comparison, showing lower assets and liabilities.
• 2026-03-31: CEO Employment Agreement Extension — Indicates continued commitment to current management despite operational challenges and lack of revenue.

Glossary

Accumulated Deficit

The total net losses a company has incurred since its inception, minus any net profits. It represents a negative retained earnings balance. (Shows the company's long-term unprofitability, standing at $35,376,369 as of September 30, 2025.)

Related Party Payable

An amount owed to a related party, such as an executive, director, or affiliated company, which is not at arm's length. (Increased significantly to $687,957, highlighting potential financial dependence on insiders.)

Prepaid Expenses

Expenses that have been paid in advance of receiving the goods or services. They are recorded as assets until they are used or expire. (Drove the increase in total assets, rising from $2,478 to $6,672, but the nature of these expenses is not detailed.)

Dividends Payable

Dividends that have been declared by the board of directors but have not yet been paid to shareholders. (Total dividends payable (including related party) rose to $546,175, indicating obligations to shareholders, some of whom are related parties.)

Fully-Diluted Common Stock

The total number of a company's common shares that would be outstanding if all convertible securities, stock options, and warrants were exercised or converted. (Used in the context of preferred stock conversion ratios, indicating potential future dilution for common shareholders.)

Year-Over-Year Comparison

For the six months ended September 30, 2025, GROOVE BOTANICALS INC. reported a net loss of $70,553, an increase from $66,372 in the same period of 2024. Total assets grew to $8,164 from $4,520, primarily due to an increase in prepaid expenses. However, total liabilities also rose significantly to $1,297,813 from $1,114,381, driven by higher related party payables and dividends payable. The company continues to operate without revenue, and its accumulated deficit has widened.

Key Financial Figures

• $1,200 — the landlord, in which the Company pays $1,200 on a monthly basis . NOTE 9 – SUBSEQUE

Filing Documents

• grve_10q.htm (10-Q) — 438KB
• grve_ex31.htm (EX-31) — 10KB
• grve_ex32.htm (EX-32) — 3KB
• 0001477932-25-008486.txt ( ) — 1777KB
• eps12148-20250930.xsd (EX-101.SCH) — 20KB
• eps12148-20250930_lab.xml (EX-101.LAB) — 112KB
• eps12148-20250930_cal.xml (EX-101.CAL) — 22KB
• eps12148-20250930_pre.xml (EX-101.PRE) — 93KB
• eps12148-20250930_def.xml (EX-101.DEF) — 49KB
• grve_10q_htm.xml (XML) — 144KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements (Unaudited)

Financial Statements (Unaudited) 3 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 17 Item 4.

Controls and Procedures

Controls and Procedures 17

– OTHER INFORMATION

PART II – OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 18 Item 1A.

Risk Factors

Risk Factors 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Mine Safety Disclosures 18 Item 5. Other Information 18 Item 6. Exhibits 18

SIGNATURES

SIGNATURES 19 2 Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS Groove Botanicals, Inc. Condensed Consolidated Balance Sheets Unaudited September 30, 2025 March 31, 2025 ASSETS Current Assets: Cash $ 1,492 $ 2,042 Prepaid Expenses 6,672 2,478 Total Current Assets 8,164 4,520 TOTAL ASSETS $ 8,164 $ 4,520 LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable and Accrued Liabilities $ 63,681 $ 68,608 Related Party Payable 687,957 608,833 Dividends payable 363,187 290,550 Dividends payable, related party 182,988 146,390 Total Current Liabilities 1,297,813 1,114,381 Total Liabilities 1,297,813 1,114,381 Stockholders' Equity Preferred Stock, Series A, $ 0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of September 30, 2025, and March 31, 2025 10 10 Preferred Stock, Series B, $ 0.10 par value, 2,000 shares authorized; 1,983 shares issued and outstanding as of September 30, 2025, and March 31, 2025 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, 2025, and March 31, 2025 59,643 59,643 Additional paid-in capital 34,026,869 34,026,869 Accumulated deficit ( 35,376,369 ) ( 35,196,581 ) Total stockholder's equity ( 1,289,649 ) ( 1,109,861 ) TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 8,164 $ 4,520 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents Groove Botanicals, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months ended September 30, Six Months ended, September 30, 2025 2024 2025 2024 Expenses: Selling, General and Administrative Expenses $ 16,518 $ 18,332 $ 35,483 $ 34,931 Rent 3,600 3,591 7,200 8,235 Legal and Professional Expenses 10,765 7,410 26,370 21,956 Consulting Expense 1,500 500 1,500 1,250 Total Op

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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 expr

View Full Filing

View this 10-Q filing on SEC EDGAR