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Auditor change at Groove Botanicals (GRVE) as firm resigns, new one hired

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Groove Botanicals Inc. reported a change in its independent auditor. On May 13, 2026, M. S. Madhava Rao, Chartered Accountant, resigned as the company’s independent registered public accounting firm, and the board, acting as the audit committee, accepted the resignation and appointed GSKCA & Associates as the new auditor the same day.

The prior audit reports for the years ended March 31, 2025 and March 31, 2024 contained an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, but no adverse opinions, disclaimers, or qualifications on accounting principles, scope, or uncertainty. The company states there were no disagreements or reportable events with the former auditor and has requested a confirming letter, filed as an exhibit.

Positive

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Insights

Groove Botanicals changes auditors with no reported disputes.

Groove Botanicals Inc. disclosed that its former independent auditor, M. S. Madhava Rao, resigned and that the board promptly engaged GSKCA & Associates as the new independent registered public accounting firm. The company reports no disagreements or reportable events with the former auditor.

The earlier audit reports for the fiscal years ended March 31, 2025 and March 31, 2024 included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. This going-concern language remains a key risk factor, even though it is not newly introduced here.

The filing notes that the company did not previously consult GSKCA on specific accounting treatments or potential audit opinions. Investors can look to future annual and quarterly financial statements audited by GSKCA to see whether the going-concern emphasis and other audit conclusions remain consistent.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
independent registered public accounting firm financial
"resigned as the independent registered public accounting firm of GROOVE BOTANICALS, INC."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"each such report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
reportable events regulatory
"there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K)"
Item 304(a)(1)(v) of Regulation S-K regulatory
"“reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K)"
audit committee financial
"the Company’s Board of Directors, which also serves as the Company’s audit committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Understanding 8-K Material Events →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earlies event reported): May 22, 2026 (May 13, 2026)

 

GROOVE BOTANICALS INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-23476

 

84-1168832

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No.)

 

310 Fourth Avenue South, Suite 7000, Minneapolis, MN

 

55415

Address of principal office executive offices

Zip Code

 

Registrant’s telephone number, including area code: (612-315-5068)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ☐

 

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Former Independent Registered Public Accounting Firm.

 

On May 13, 2026, M. S. Madhava Rao, Chartered Accountant (PCAOB ID 06662) (“Madhava Rao”) resigned as the independent registered public accounting firm of GROOVE BOTANICALS, INC., a Nevada corporation (the “Company”), effective immediately. Madhava Rao did not provide a reason for his resignation. On the same date, the Company’s Board of Directors, which also serves as the Company’s audit committee, accepted Madhava Rao’s resignation. The Company has authorized Madhava Rao to respond fully to the inquiries of GSKCA & Associates (“GSKCA”), the successor auditors.

 

Madhava Rao’s reports on the Company’s financial statements for the fiscal years ended March 31, 2025 and March 31, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that each such report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

 

During the Company’s two most recent fiscal years ended March 31, 2025 and March 31, 2024, and the subsequent interim period through May 13, 2026: (i) there were no disagreements between the Company and Madhava Rao on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Madhava Rao, would have caused reference to the subject matter of the disagreements in connection with his reports on the Company’s financial statements; and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

 

The Company has provided Madhava Rao with the disclosures under this Item 4.01(a) and has requested from Madhava Rao a letter addressed to the Securities and Exchange Commission stating whether he agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) New Independent Registered Public Accounting Firm.

 

On May 13, 2026, concurrently with its acceptance of Madhava Rao’s resignation, the Board of Directors of the Company (acting in its capacity as the Company’s audit committee) approved the engagement of GSKCA & Associates (“GSKCA”) as the Company’s new independent registered public accounting firm, effective immediately.

 

During the Company’s two most recent fiscal years ended March 31, 2025 and March 31, 2024, and the subsequent interim period through May 13, 2026, neither the Company nor anyone acting on behalf of the Company had consulted GSKCA regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did GSKCA provide a written report or oral advice to the Company that GSKCA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

 

 Description

16.1

 

Letter from M. S. Madhava Rao, Chartered Accountant dated May 21, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 
2

 

 

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 hereunto duly authorized.

 

 

GROOVE BOTANICALS INC.

    

Date: May 22, 2026

By:/s/ Kent Rodriguez

 

 

Chief Executive Officer

 

 

 
3

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What change in auditor did Groove Botanicals (GRVE) disclose?

Groove Botanicals reported that M. S. Madhava Rao resigned as its independent auditor on May 13, 2026. The board, acting as the audit committee, simultaneously approved the appointment of GSKCA & Associates as the new independent registered public accounting firm, effective immediately.

Did Groove Botanicals (GRVE) report any disagreements with its former auditor?

The company stated there were no disagreements with M. S. Madhava Rao on accounting principles, financial statement disclosure, or audit procedures. It also reported no "reportable events" under Item 304(a)(1)(v) of Regulation S-K during the relevant fiscal years and interim period.

What did prior audit reports for Groove Botanicals (GRVE) say about going concern?

The audit reports for the fiscal years ended March 31, 2025 and March 31, 2024 included an explanatory paragraph on substantial doubt about Groove Botanicals’ ability to continue as a going concern. These reports did not contain adverse opinions, disclaimers, or scope or accounting principle qualifications.

How was GSKCA & Associates engaged as Groove Botanicals’ new auditor?

On May 13, 2026, the board of directors, acting as the audit committee, approved the engagement of GSKCA & Associates as the new independent registered public accounting firm. The company states it had not previously consulted GSKCA on accounting treatments or potential audit opinions before this engagement.

Who authorized Groove Botanicals’ 8-K about the auditor resignation?

The 8-K was signed on behalf of Groove Botanicals Inc. by Chief Executive Officer Kent Rodriguez. The signature indicates the company’s authorization and acknowledgment of the disclosure regarding the auditor’s resignation and the appointment of the new accounting firm.

Filing Exhibits & Attachments

6 documents

Other Documents