false
Q2
--09-30
2024
0001792941
0001792941
2023-10-01
2024-03-31
0001792941
2024-05-12
0001792941
2024-03-31
0001792941
2023-09-30
0001792941
us-gaap:RelatedPartyMember
2024-03-31
0001792941
us-gaap:RelatedPartyMember
2023-09-30
0001792941
us-gaap:SeriesAPreferredStockMember
2024-03-31
0001792941
us-gaap:SeriesAPreferredStockMember
2023-09-30
0001792941
us-gaap:SeriesBPreferredStockMember
2024-03-31
0001792941
us-gaap:SeriesBPreferredStockMember
2023-09-30
0001792941
2024-01-01
2024-03-31
0001792941
2023-01-01
2023-03-31
0001792941
2022-10-01
2023-03-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2022-09-30
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2022-09-30
0001792941
us-gaap:CommonStockMember
2022-09-30
0001792941
us-gaap:TreasuryStockCommonMember
2022-09-30
0001792941
us-gaap:AdditionalPaidInCapitalMember
2022-09-30
0001792941
us-gaap:RetainedEarningsMember
2022-09-30
0001792941
2022-09-30
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2022-12-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2022-12-31
0001792941
us-gaap:CommonStockMember
2022-12-31
0001792941
us-gaap:TreasuryStockCommonMember
2022-12-31
0001792941
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001792941
us-gaap:RetainedEarningsMember
2022-12-31
0001792941
2022-12-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-09-30
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2023-09-30
0001792941
us-gaap:CommonStockMember
2023-09-30
0001792941
us-gaap:TreasuryStockCommonMember
2023-09-30
0001792941
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001792941
us-gaap:RetainedEarningsMember
2023-09-30
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-12-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2023-12-31
0001792941
us-gaap:CommonStockMember
2023-12-31
0001792941
us-gaap:TreasuryStockCommonMember
2023-12-31
0001792941
us-gaap:AdditionalPaidInCapitalMember
2023-12-31
0001792941
us-gaap:RetainedEarningsMember
2023-12-31
0001792941
2023-12-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2022-10-01
2022-12-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2022-10-01
2022-12-31
0001792941
us-gaap:CommonStockMember
2022-10-01
2022-12-31
0001792941
us-gaap:TreasuryStockCommonMember
2022-10-01
2022-12-31
0001792941
us-gaap:AdditionalPaidInCapitalMember
2022-10-01
2022-12-31
0001792941
us-gaap:RetainedEarningsMember
2022-10-01
2022-12-31
0001792941
2022-10-01
2022-12-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-01-01
2023-03-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2023-01-01
2023-03-31
0001792941
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001792941
us-gaap:TreasuryStockCommonMember
2023-01-01
2023-03-31
0001792941
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001792941
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-10-01
2023-12-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2023-10-01
2023-12-31
0001792941
us-gaap:CommonStockMember
2023-10-01
2023-12-31
0001792941
us-gaap:TreasuryStockCommonMember
2023-10-01
2023-12-31
0001792941
us-gaap:AdditionalPaidInCapitalMember
2023-10-01
2023-12-31
0001792941
us-gaap:RetainedEarningsMember
2023-10-01
2023-12-31
0001792941
2023-10-01
2023-12-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2024-01-01
2024-03-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2024-01-01
2024-03-31
0001792941
us-gaap:CommonStockMember
2024-01-01
2024-03-31
0001792941
us-gaap:TreasuryStockCommonMember
2024-01-01
2024-03-31
0001792941
us-gaap:AdditionalPaidInCapitalMember
2024-01-01
2024-03-31
0001792941
us-gaap:RetainedEarningsMember
2024-01-01
2024-03-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-03-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2023-03-31
0001792941
us-gaap:CommonStockMember
2023-03-31
0001792941
us-gaap:TreasuryStockCommonMember
2023-03-31
0001792941
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001792941
us-gaap:RetainedEarningsMember
2023-03-31
0001792941
2023-03-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2024-03-31
0001792941
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2024-03-31
0001792941
us-gaap:CommonStockMember
2024-03-31
0001792941
us-gaap:TreasuryStockCommonMember
2024-03-31
0001792941
us-gaap:AdditionalPaidInCapitalMember
2024-03-31
0001792941
us-gaap:RetainedEarningsMember
2024-03-31
0001792941
GNVR:PaycheckProtectionProgramMember
2020-04-09
0001792941
GNVR:MelWentzMember
2023-10-01
2024-03-31
0001792941
GNVR:BarkleyCapitalLLCNoteMember
2023-09-13
0001792941
GNVR:BarkleyCapitalLLCNoteMember
2023-09-13
2023-09-13
0001792941
GNVR:JohnHareMember
2023-11-11
0001792941
GNVR:JohnHareMember
2023-11-11
2023-11-11
0001792941
GNVR:RKirkHuntsmanMember
2023-12-15
0001792941
GNVR:RKirkHuntsmanMember
2023-12-15
2023-12-15
0001792941
GNVR:BarkleyMember
2024-03-09
0001792941
GNVR:BarkleyMember
2024-03-09
2024-03-09
0001792941
us-gaap:CommonStockMember
2022-10-01
2023-09-30
0001792941
us-gaap:WarrantMember
2023-09-30
0001792941
us-gaap:WarrantMember
2022-10-01
2023-09-30
0001792941
GNVR:BrentLilienthalMember
2023-10-01
2024-03-31
0001792941
GNVR:BrentLilienthalMember
2024-03-31
0001792941
GNVR:MelWentzMember
2024-03-31
0001792941
us-gaap:SeriesAPreferredStockMember
2022-08-10
0001792941
us-gaap:SeriesAPreferredStockMember
2022-08-02
2022-08-10
0001792941
GNVR:BradleyWhiteMember
2022-08-16
0001792941
GNVR:DrClaytonYatesMember
2022-08-16
0001792941
GNVR:DrJesseJaynesMember
2022-08-16
0001792941
GNVR:SettlementAgreementMember
us-gaap:SeriesAPreferredStockMember
2023-09-28
2023-09-28
0001792941
us-gaap:SeriesAPreferredStockMember
srt:ExecutiveOfficerMember
2024-03-31
0001792941
us-gaap:SeriesAPreferredStockMember
srt:ExecutiveOfficerMember
2023-09-30
0001792941
us-gaap:SeriesBPreferredStockMember
2022-10-19
0001792941
us-gaap:SeriesBPreferredStockMember
2022-10-19
2022-10-19
0001792941
GNVR:SettlementAgreementMember
us-gaap:SeriesBPreferredStockMember
2023-09-28
2023-09-28
0001792941
us-gaap:SeriesBPreferredStockMember
srt:ExecutiveOfficerMember
2024-03-31
0001792941
us-gaap:SeriesBPreferredStockMember
srt:ExecutiveOfficerMember
2023-09-30
0001792941
2022-04-21
2022-04-21
0001792941
2022-04-21
0001792941
2022-06-30
0001792941
GNVR:TransferAndExchangeAgreementMember
2022-07-01
2022-07-31
0001792941
GNVR:TransferAndExchangeAgreementMember
2022-07-31
0001792941
GNVR:NexionContractorMember
2022-09-08
2022-09-08
0001792941
GNVR:BusinessAdvisoryServicesMember
2024-01-01
2024-01-01
0001792941
GNVR:GoodWorksFundingLLCMember
2024-01-16
2024-01-16
0001792941
GNVR:ChadPawlakMember
2024-01-17
2024-01-17
0001792941
2024-01-17
2024-01-17
0001792941
2024-02-02
2024-02-02
0001792941
2024-02-05
2024-02-05
0001792941
GNVR:GoodWorksFundingLLCMember
2024-02-16
2024-02-16
0001792941
GNVR:ChadPawlakMember
2024-02-17
2024-02-17
0001792941
2024-03-02
2024-03-02
0001792941
2024-03-05
2024-03-05
0001792941
2024-03-11
2024-03-11
0001792941
GNVR:GoodWorksFundingLLCMember
2024-03-16
2024-03-16
0001792941
GNVR:ChadPawlakMember
2024-03-17
2024-03-17
0001792941
us-gaap:InvestorMember
2022-11-17
2022-11-17
0001792941
us-gaap:InvestorMember
2023-05-03
2023-05-03
0001792941
us-gaap:InvestorMember
2023-05-12
2023-05-12
0001792941
us-gaap:InvestorMember
2023-05-29
2023-05-29
0001792941
us-gaap:InvestorMember
2023-07-12
2023-07-12
0001792941
us-gaap:InvestorMember
2023-07-13
2023-07-13
0001792941
us-gaap:InvestorMember
2023-07-14
2023-07-14
0001792941
us-gaap:InvestorMember
2023-07-17
2023-07-17
0001792941
us-gaap:InvestorMember
2023-08-25
2023-08-25
0001792941
us-gaap:InvestorMember
2023-09-16
2023-09-16
0001792941
us-gaap:InvestorMember
2023-09-19
2023-09-19
0001792941
us-gaap:InvestorMember
2023-11-01
2023-11-01
0001792941
GNVR:InvestorOneMember
2023-11-01
2023-11-01
0001792941
GNVR:InvestorTwoMember
2023-11-01
2023-11-01
0001792941
us-gaap:InvestorMember
2023-11-06
2023-11-06
0001792941
us-gaap:InvestorMember
2023-11-08
2023-11-08
0001792941
GNVR:InvestorOneMember
2023-11-08
2023-11-08
0001792941
GNVR:InvestorTwoMember
2023-11-08
2023-11-08
0001792941
GNVR:InvestorThreeMember
2023-11-08
2023-11-08
0001792941
us-gaap:InvestorMember
2023-11-10
2023-11-10
0001792941
us-gaap:InvestorMember
2023-11-13
2023-11-13
0001792941
us-gaap:InvestorMember
2023-11-14
2023-11-14
0001792941
us-gaap:InvestorMember
2023-12-08
2023-12-08
0001792941
us-gaap:InvestorMember
2023-12-11
2023-12-11
0001792941
us-gaap:InvestorMember
2023-12-13
2023-12-13
0001792941
us-gaap:InvestorMember
2023-12-14
2023-12-14
0001792941
us-gaap:InvestorMember
2023-12-20
2023-12-20
0001792941
us-gaap:InvestorMember
2023-12-26
2023-12-26
0001792941
us-gaap:InvestorMember
2024-01-08
2024-01-08
0001792941
us-gaap:InvestorMember
2024-01-16
2024-01-16
0001792941
us-gaap:InvestorMember
2024-02-29
2024-02-29
0001792941
us-gaap:InvestorMember
2024-03-14
2024-03-14
0001792941
us-gaap:InvestorMember
2024-03-26
2024-03-26
0001792941
2023-06-14
2023-06-14
0001792941
2023-07-01
2023-07-01
0001792941
2023-10-16
2023-10-16
0001792941
2023-10-19
2023-10-19
0001792941
2023-12-15
2023-12-15
0001792941
2024-03-09
2024-03-09
0001792941
2024-01-16
2024-01-16
0001792941
us-gaap:RelatedPartyMember
us-gaap:WarrantMember
2022-10-01
2023-09-30
0001792941
us-gaap:RelatedPartyMember
us-gaap:WarrantMember
2023-09-30
0001792941
us-gaap:WarrantMember
2023-10-01
2024-03-31
0001792941
us-gaap:WarrantMember
2024-03-31
0001792941
us-gaap:RelatedPartyMember
us-gaap:WarrantMember
2023-10-01
2024-03-31
0001792941
us-gaap:RelatedPartyMember
us-gaap:WarrantMember
2024-03-31
0001792941
GNVR:JaynesInvestmentLLCMember
us-gaap:SeriesBPreferredStockMember
2022-10-19
2022-10-19
0001792941
GNVR:ACTHoldingsLLCMember
us-gaap:SeriesBPreferredStockMember
2022-10-19
2022-10-19
0001792941
GNVR:LASBFamilyTrustMember
us-gaap:SeriesBPreferredStockMember
2022-10-19
2022-10-19
0001792941
GNVR:JesseMichaelJaynesMember
us-gaap:SeriesBPreferredStockMember
2022-10-19
2022-10-19
0001792941
GNVR:BradleyWhiteMember
us-gaap:SeriesBPreferredStockMember
2022-10-19
2022-10-19
0001792941
GNVR:PJAdvisoryGroupMember
us-gaap:SeriesBPreferredStockMember
2022-10-19
2022-10-19
0001792941
GNVR:ConsultingAgreementsMember
GNVR:MsMillerMember
2023-10-01
2024-03-31
0001792941
GNVR:SettlementAgreementMember
GNVR:BradleyWhiteMember
2023-09-28
0001792941
GNVR:SettlementAgreementMember
GNVR:BradleyWhiteMember
GNVR:TranchesMember
2023-09-28
0001792941
GNVR:SettlementAgreementMember
GNVR:BradleyWhiteMember
us-gaap:SeriesAPreferredStockMember
2023-09-28
2023-09-28
0001792941
GNVR:SettlementAgreementMember
GNVR:BradleyWhiteMember
us-gaap:SeriesBPreferredStockMember
2023-09-28
2023-09-28
0001792941
GNVR:SettlementAgreementMember
GNVR:BradleyWhiteMember
us-gaap:SeriesBPreferredStockMember
2024-03-31
0001792941
GNVR:ExecutiveConsultingAgreementMember
GNVR:MsMillerMember
2023-10-01
2024-03-31
0001792941
us-gaap:SeriesAPreferredStockMember
GNVR:BradleyWhiteMember
2022-08-16
0001792941
us-gaap:SeriesAPreferredStockMember
GNVR:DrClaytonYatesMember
2022-08-16
0001792941
us-gaap:SeriesAPreferredStockMember
GNVR:DrJesseJaynesMember
2022-08-16
0001792941
us-gaap:WarrantMember
2024-01-17
2024-01-17
0001792941
GNVR:GoodWorksFundingLLCMember
us-gaap:InvestorMember
2024-02-16
2024-02-16
0001792941
GNVR:GoodWorksFundingLLCMember
us-gaap:InvestorMember
2024-03-16
2024-03-16
0001792941
GNVR:ChadPawlakMember
us-gaap:InvestorMember
2024-01-17
2024-01-17
0001792941
GNVR:ChadPawlakMember
us-gaap:InvestorMember
2024-02-17
2024-02-17
0001792941
GNVR:ChadPawlakMember
us-gaap:InvestorMember
2024-03-17
2024-03-17
0001792941
GNVR:GoodWorksFundingLLCMember
us-gaap:InvestorMember
2024-01-16
2024-01-16
0001792941
us-gaap:WarrantMember
GNVR:MsMillerMember
2023-10-01
2024-03-31
0001792941
us-gaap:WarrantMember
GNVR:MsMillerMember
2024-03-31
0001792941
GNVR:RobertBubeckMember
2017-10-01
2018-03-31
0001792941
GNVR:RobertBubeckMember
2024-03-31
0001792941
GNVR:RobertBubeckMember
2023-09-30
0001792941
us-gaap:WarrantMember
GNVR:RobertBubeckMember
2023-10-01
2024-03-31
0001792941
GNVR:MsMillerMember
2024-01-17
2024-01-17
0001792941
GNVR:DrJesseJaynesMember
2024-01-17
2024-01-17
0001792941
GNVR:DrClaytonYatesMember
2024-01-17
2024-01-17
0001792941
GNVR:MrPawlakMember
2024-01-17
2024-01-17
0001792941
us-gaap:SubsequentEventMember
us-gaap:InvestorMember
2024-04-05
2024-04-05
0001792941
us-gaap:SubsequentEventMember
us-gaap:InvestorMember
2024-04-16
2024-04-16
0001792941
GNVR:GoodWorksFundingLLCMember
us-gaap:SubsequentEventMember
2024-04-16
2024-04-16
0001792941
GNVR:ChadPawlakMember
us-gaap:SubsequentEventMember
2024-04-17
2024-04-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to ____________
Commission
File Number: 000-56589
GENVOR
INCORPORATED |
(Exact
name of registrant as specified in its charter) |
Nevada |
|
83-2054746 |
(State
or other jurisdiction of incorporation) |
|
(IRS
Employer Identification Number) |
201
S. Elliott Road, Suite 538
Chapel
Hill, North Carolina 27514
(Address
of principal executive offices)
(984)
261-7338
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Securities
registered under Section 12(g) of the Act:
Common
Stock, $0.001 par value
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
☐ |
Large
accelerated filer |
☐ |
Accelerated
filer |
☒ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
|
|
☒ |
Emerging
growth company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
On
March 31, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value
of the registrant’s common stock held by non-affiliates of the registrant had an undetermined value as the registrant’s common
stock was not trading on any exchange, nor was it quoted for trading on the OTC Link ATS or any other over-the-counter market or alternative
trading system.
The
number of the registrant’s shares of common stock issued, issuable and outstanding was 20,204,608 as of May 12,
2024.
GENVOR
INCORPORATED
INDEX
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Genvor
Incorporated
Index
to Financial Statements
Genvor
Incorporated
Condensed
Consolidated Balance Sheets
| |
March
31, | | |
September
30, | |
| |
2024 | | |
2023 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current
assets: | |
| | | |
| | |
Cash | |
$ | 8,923 | | |
$ | 44,354 | |
Prepaid
expenses | |
| 9,975 | | |
| 21,975 | |
Total
current assets | |
| 18,898 | | |
| 66,329 | |
| |
| | | |
| | |
Fixed
assets, net | |
| 14,818 | | |
| 15,734 | |
| |
| | | |
| | |
Total
assets | |
$ | 33,716 | | |
$ | 82,063 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current
liabilities: | |
| | | |
| | |
Convertible
notes payable | |
$ | 867,000 | | |
$ | 1,319,500 | |
Accounts
payable and accrued expenses | |
| 181,044 | | |
| 388,809 | |
Due
to related party | |
| 37,969 | | |
| 30,000 | |
SBA
loan | |
| 48,750 | | |
| 48,750 | |
Total
current liabilities | |
| 1,134,763 | | |
| 1,787,059 | |
Total
liabilities | |
| 1,134,763 | | |
| 1,787,059 | |
| |
| | | |
| | |
Commitments
and contingencies (Note 6) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’
deficit: | |
| | | |
| | |
Preferred
stock, $0.001 par value, 20,000,000 shares authorized | |
| | | |
| | |
Preferred
stock - series A, 10 shares authorized, 9 and 9 shares issued as of March 31, 2024 and September 30, 2023, respectively, and 6 and 9 shares outstanding as of March 31, 2024 and September 30,
2023, respectively | |
| - | | |
| - | |
Preferred
stock – series B, 2,500,000 shares authorized, 2,060,536 and 2,060,536 shares issued as of March 31, 2024 and September 30, 2023,
respectively, 1,558,024 and 1,558,024 outstanding as of March 31, 2024 and September 30, 2023, respectively | |
| 2,061 | | |
| 2,061 | |
Preferred stock value | |
| 2,061 | | |
| 2,061 | |
Common
stock, $0.001 par value, 300,000,000 shares authorized, 20,094,608 and 19,061,936 shares issued, issuable and outstanding as of March
31, 2024 and September 30, 2023, respectively | |
| 20,095 | | |
| 19,062 | |
Treasury
stock, 502,512 and 502,512 shares of series B preferred stock at March 31, 2024 and September 30, 2023, respectively | |
| (300,000 | ) | |
| (300,000 | ) |
Additional
paid-in capital | |
| 19,019,586 | | |
| 16,293,188 | |
Accumulated
deficit | |
| (19,842,789 | ) | |
| (17,719,307 | ) |
Total
stockholders’ deficit | |
| (1,101,047 | ) | |
| (1,704,996 | ) |
| |
| | | |
| | |
Total
liabilities and stockholders’ deficit | |
$ | 33,716 | | |
$ | 82,063 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Genvor
Incorporated
Condensed
Consolidated Statements of Operations
(unaudited)
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
For
the Three Months Ended
March 31, | | |
For
the Six Months Ended
March 31, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Operating
expenses | |
| | | |
| | | |
| | | |
| | |
Professional
fees | |
| 177,453 | | |
| 58,858 | | |
| 445,039 | | |
| 65,662 | |
Payroll
related expenses | |
| 69,965 | | |
| 37,500 | | |
| 69,965 | | |
| 75,000 | |
Research
and development | |
| 33,110 | | |
| - | | |
| 33,110 | | |
| - | |
Stock-based
compensation | |
| 406,250 | | |
| - | | |
| 1,313,350 | | |
| - | |
Marketing
expenses | |
| 8,297 | | |
| - | | |
| 8,297 | | |
| - | |
Investor
and public relations | |
| 38,750 | | |
| - | | |
| 74,750 | | |
| - | |
Other
general and administrative expenses | |
| 13,575 | | |
| 58,924 | | |
| 107,965 | | |
| 128,282 | |
Total
operating expenses | |
| 747,400 | | |
| 155,282 | | |
| 2,052,476 | | |
| 268,944 | |
| |
| | | |
| | | |
| | | |
| | |
Operating
loss | |
| (747,400 | ) | |
| (155,282 | ) | |
| (2,052,476 | ) | |
| (268,944 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other
income (expense) | |
| | | |
| | | |
| | | |
| | |
Interest
expense | |
| (481 | ) | |
| (5,819 | ) | |
| (16,832 | ) | |
| (11,665 | ) |
Penalties | |
| (30,000 | ) | |
| (30,000 | ) | |
| (60,000 | ) | |
| (60,000 | ) |
Amortization
of debt discount | |
| - | | |
| (30,111 | ) | |
| - | | |
| (60,222 | ) |
Gain
on settlement of liabilities, net | |
| 5,826 | | |
| - | | |
| 5,826 | | |
| - | |
Total
other income (expense) | |
| (24,655 | ) | |
| (65,930 | ) | |
| (71,006 | ) | |
| (131,887 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net
loss | |
$ | (772,055 | ) | |
$ | (221,212 | ) | |
$ | (2,123,482 | ) | |
$ | (400,831 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic
and diluted net loss per common share | |
$ | (0.04 | ) | |
$ | (0.01 | ) | |
$ | (0.11 | ) | |
$ | (0.02 | ) |
Basic
and diluted weighted average common shares outstanding | |
| 19,669,477 | | |
| 18,381,710 | | |
| 19,596,756 | | |
| 20,449,202 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Genvor
Incorporated
Condensed
Consolidated Statements of Changes in Stockholders’ Deficit
For
the Six Months Ended March 31, 2024
(unaudited)
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Stock | | |
Capital | | |
Deficit | | |
Total | |
| |
Series
A | | |
Series
B | | |
| | |
| | |
| | |
Additional | | |
Accumu- | | |
| |
| |
Preferred
Stock | | |
Preferred
Stock | | |
Common
Stock | | |
Treasury | | |
Paid-in | | |
lated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Stock | | |
Capital | | |
Deficit | | |
Total | |
Balance,
September 30, 2022 | |
| 9 | | |
$ | - | | |
| - | | |
$ | - | | |
| 38,678,155 | | |
$ | 38,678 | | |
$ | - | | |
$ | 14,608,815 | | |
$ | (16,041,937 | ) | |
| (1,394,444 | ) |
Conversion
of common stock into series B preferred stock | |
| - | | |
| - | | |
| 2,060,536 | | |
| 2,061 | | |
| (20,605,334 | ) | |
| (20,605 | ) | |
| - | | |
| 18,544 | | |
| - | | |
| - | |
Sale
of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 300,000 | | |
| 300 | | |
| - | | |
| 149,700 | | |
| - | | |
| 150,000 | |
Net
loss for the period ended December 31, 2022 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (179,619 | ) | |
| (179,619 | ) |
Balance,
December 31, 2022 | |
| 9 | | |
| - | | |
| 2,060,536 | | |
| 2,061 | | |
| 18,372,821 | | |
| 18,373 | | |
| - | | |
| 14,777,059 | | |
| (16,221,556 | ) | |
| (1,424,063 | ) |
Sale
of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 50,000 | | |
| 50 | | |
| - | | |
| 12,450 | | |
| - | | |
| 12,500 | |
Net
loss for the period ended March 31, 2023 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (221,212 | ) | |
| (221,212 | ) |
Balance,
March 31, 2023 | |
| 9 | | |
$ | - | | |
| 2,060,536 | | |
$ | 2,061 | | |
| 18,422,821 | | |
$ | 18,423 | | |
$ | - | | |
$ | 14,789,509 | | |
$ | (16,442,768 | ) | |
$ | (1,632,775 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
September 30, 2023 | |
| 6 | | |
$ | - | | |
| 1,558,024 | | |
$ | 2,061 | | |
| 19,061,936 | | |
$ | 19,062 | | |
$ | (300,000 | ) | |
$ | 16,293,188 | | |
$ | (17,719,307 | ) | |
$ | (1,704,996 | ) |
Sale
of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 623,600 | | |
| 624 | | |
| - | | |
| 577,976 | | |
| - | | |
| 578,600 | |
Issuance
of common stock erroneously omitted from prior year | |
| - | | |
| - | | |
| - | | |
| - | | |
| 50,000 | | |
| 50 | | |
| - | | |
| (50 | ) | |
| - | | |
| - | |
Double
issuance of common stock | |
|
-
| | |
|
-
| | |
|
-
| | |
|
-
| | |
| 60,000 | | |
| 60 | | |
|
-
| | |
| (60 | ) | |
|
-
| | |
|
-
| |
Issuance
of warrants for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 907,100 | | |
| - | | |
| 907,100 | |
Issuance
of warrants for conversion of note payable | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 329,418 | | |
| - | | |
| 329,418 | |
Issuance
of common stock for conversion of note payable | |
| - | | |
| - | | |
|
-
| | |
|
-
| | |
| 40,000 | | |
| 40 | | |
| - | | |
| 48,023 | | |
|
-
| | |
| 48,063 | |
Net
loss for the period ended December 31, 2023 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,351,427 | ) | |
| (1,351,427 | ) |
Balance,
December 31, 2023 | |
| 6 | | |
| - | | |
| 1,558,024 | | |
| 2,061 | | |
| 19,835,536 | | |
| 19,836 | | |
| (300,000 | ) | |
| 18,155,595 | | |
| (19,070,734 | ) | |
| (1,193,242 | ) |
Balance,
value | |
| 6 | | |
| - | | |
| 1,558,024 | | |
| 2,061 | | |
| 19,835,536 | | |
| 19,836 | | |
| (300,000 | ) | |
| 18,155,595 | | |
| (19,070,734 | ) | |
| (1,193,242 | ) |
Issuance
of common stock for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 251,072 | | |
| 251 | | |
| - | | |
| 305,999 | | |
| - | | |
| 306,250 | |
Issuance
of common stock for conversion of note payable | |
| - | | |
| - | | |
| - | | |
| - | | |
| 210,000 | | |
| 210 | | |
| - | | |
| 209,790 | | |
| - | | |
| 210,000 | |
Sale
of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 248,000 | | |
| 248 | | |
| - | | |
| 247,752 | | |
| - | | |
| 248,000 | |
Issuance
of warrants for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 100,000 | | |
| - | | |
| 100,000 | |
Cancellation
of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| (450,000 | ) | |
| (450 | ) | |
| - | | |
| 450 | | |
| - | | |
| - | |
Net
loss for the period ended March 31, 2024 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (772,055 | ) | |
| (772,055 | ) |
Balance,
March 31, 2024 | |
| 6 | | |
$ | - | | |
| 1,558,024 | | |
$ | 2,061 | | |
| 20,094,608 | | |
$ | 20,095 | | |
$ | (300,000 | ) | |
$ | 19,019,586 | | |
$ | (19,842,789 | ) | |
$ | (1,101,047 | ) |
Balance,
value | |
| 6 | | |
$ | - | | |
| 1,558,024 | | |
$ | 2,061 | | |
| 20,094,608 | | |
$ | 20,095 | | |
$ | (300,000 | ) | |
$ | 19,019,586 | | |
$ | (19,842,789 | ) | |
$ | (1,101,047 | ) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Genvor
Incorporated
Condensed
Consolidated Statements of Cash Flow
For
the Six Months Ended March 31,
(unaudited)
| |
2024 | | |
2023 | |
Cash
flows from operating activities: | |
| | | |
| | |
Net
loss | |
$ | (2,123,482 | ) | |
$ | (400,831 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation
expense | |
| 916 | | |
| 916 | |
Stock-based
compensation | |
| 1,313,350 | | |
| - | |
Late
fee capitalized into notes payable | |
| 60,000 | | |
| 60,000 | |
Gain on settlement of liabilities, net | |
| (5,826 | ) | |
| - | |
Amortization
of debt discount | |
| - | | |
| 60,222 | |
Changes
in assets and liabilities: | |
| | | |
| | |
Prepaid
expenses | |
| 12,000 | | |
| - | |
Other
current assets | |
| - | | |
| (13,397 | ) |
Accounts
payable and accrued expenses | |
| (126,958 | ) | |
| 32,117 | |
Due
to related party | |
| 7,969 | | |
| - | |
USDA
CRADA liability | |
| - | | |
| (246,400 | ) |
Net
cash used in operating activities | |
| (862,031 | ) | |
| (507,373 | ) |
| |
| | | |
| | |
Cash
flows from financing activities: | |
| | | |
| | |
Proceeds
from notes payable | |
| - | | |
| 50,000 | |
Proceeds
from sale of common stock | |
| 826,600 | | |
| 162,500 | |
Net
cash provided by financing activities | |
| 826,600 | | |
| 212,500 | |
| |
| | | |
| | |
Net
decrease in cash | |
| (35,431 | ) | |
| (294,873 | ) |
| |
| | | |
| | |
Cash
at beginning of period | |
| 44,354 | | |
| 296,386 | |
| |
| | | |
| | |
Cash
at end of period | |
$ | 8,923 | | |
$ | 1,513 | |
| |
| | | |
| | |
Cash
paid for interest | |
$ | - | | |
$ | - | |
Cash
paid for taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash
investing and financing activities: | |
| | | |
| | |
Conversion
of note payable into common stock | |
$ | 258,063 | | |
$ | - | |
Conversion
of notes payable into warrants | |
$ | 329,418 | | |
$ | - | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GENVOR
INCORPORATED
Notes
to Condensed Consolidated Financial Statements
March
31, 2024
(unaudited)
NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION
Company
Background
On
May 27, 2022, Genvor Incorporated, formerly known as Allure Worldwide, Inc. (the “Company” or “Genvor” or “we”),
a Nevada corporation, Genvor Acquisition, Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”),
and Genvor Inc., a Delaware corporation (“Old Genvor”), completed their previously announced merger transaction pursuant
to which the Company acquired Old Genvor (the “Acquisition”), and Old Genvor became a wholly-owned subsidiary of the Company.
The Acquisition was completed pursuant to an Exchange Agreement, dated as of January 11, 2021 (the “Acquisition Agreement”),
pursuant to which Old Genvor was to be acquired by the Company as its wholly owned subsidiary and each share of Old Genvor common stock
would be exchanged for a share of the Company’s common stock, and a merger agreement, dated March 2, 2022 (the “Merger Agreement”),
pursuant to which Merger Sub merged with and into Old Genvor, with Old Genvor continuing as a wholly owned subsidiary of the Company
and the surviving corporation of the merger, and each share of Old Genvor being converted into the right to receive a share of the Company
(the “Merger”). After closing of the Merger, the Company was renamed “Genvor Incorporated.” Genvor develops plant-based
defense technology designed to help farmers achieve global food security.
During
May 2019, Old Genvor acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration as a wholly owned
subsidiary. NBLLC was formed in the state of Delaware on December 28, 2018. The condensed consolidated financial statements of the Company
include the accounts of Genvor Incorporated, Old Genvor, and its wholly owned subsidiary NBLLC. Intercompany accounts and transactions
have been eliminated upon consolidation.
Nature
of Operations
The
Company’s business plan is that Genvor will be continuing its research and development addressing plant-based defense technology
which then can be commercialized to help farmers and growers globally to overcome potentially catastrophic losses resulting from plant
disease, toxins, bacteria, and fungi that destroy their crops. These solutions can result in greater crop yields and economic savings,
which can assist in overcoming world-wide food scarcity.
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial information as of and for the six months ended March 31, 2024, and 2023 has
been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim
financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of
management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary
for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results
for the six months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the entire year or for
any other subsequent interim period.
Certain
information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted
pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes
should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report
on Form 10-K for the year ended September 30, 2023, as filed with the SEC.
Principles
of Consolidation
The
condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany
balances and transactions have been eliminated in the consolidation. The condensed consolidated financial statements included herein,
presented in accordance with U.S. GAAP and stated in United States dollars, have been prepared by the Company, pursuant to the rules
and regulations of the Securities and Exchange Commission.
Liquidity
and Going Concern
The
accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At March
31, 2024, the Company had an accumulated deficit of $19,842,789. For the six months ended March 31, 2024, the Company recognized a net
loss of $2,123,482 and had net cash used in operating activities of $862,031, with no revenues earned, and limited operational history.
These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
While
the Company is currently developing its products and technologies, the Company’s cash position may not be significant enough to
support the Company’s daily operations. Management intends to raise additional funds by way of additional public and/or private
offerings of its stock. Management believes that the actions presently being taken to further implement its business plan, develop its
products and technologies, and generate revenues should provide the opportunity for the Company to continue as a going concern. While
the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds in the future,
there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s
ability to further implement its business plan and generate cash flows from financing activities or operating activities. The financial
statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
Flow Reporting
The
Company follows Accounting Standards Codification (“ASC 230”), Statement of Cash Flows, for cash flow reporting, classifies
cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions
of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, Statement of
Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating
activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future
operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and
payments.
Cash
Cash
is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances
exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000. From time to time, the Company
has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes large banking institutions
that are reputable, therefore mitigating the risks.
The
Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At March
31, 2024, the Company’s cash balances were not in excess of federally insured limits.
Fixed
Assets
Furniture
and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, approximately
seven years. Expenditures for minor enhancements and maintenance are expensed as incurred.
Fair
Value of Financial Instruments
The
book values of cash and accounts payable approximate their respective fair values due to the short-term nature
of these instruments. The fair value hierarchy under U.S. GAAP distinguishes between assumptions based on market data (observable inputs)
and an entity’s own assumptions (unobservable inputs).
The
hierarchy consists of three levels
|
● |
Level
one — Quoted market prices in active markets for identical assets or liabilities; |
|
● |
Level
two — Inputs other than level one inputs that are either directly or indirectly observable; and |
|
● |
Level
three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect
those assumptions that a market participant would use. |
Determining
which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures
each quarter.
Financial
Instruments
The
Company’s financial instruments include cash and cash equivalents, payables, and accrued interest and short-term and long-term
notes payable and are accounted for under the provisions of ASC 825, Financial Instruments. The carrying amount of these financial
instruments, as reflected in the accompanying condensed consolidated balance sheets approximates fair value.
Long-lived
Assets
The
Company’s long-lived assets and other assets (consisting of furniture, equipment, and a patent) are reviewed for impairment in
accordance with the guidance of the ASC 360, Property, Plant, and Equipment, and ASC 205, Presentation of Financial Statements.
The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. The recoverability of an asset to be held and used is measured by a comparison
of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such an asset is considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair
value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and
cash flows could be different from those estimated by management, which could have a material effect on our reporting results and financial
positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values
and third-party independent appraisals, as considered necessary. During the six months ended March 31, 2024, and 2023, the Company had
not experienced impairment losses on its long-lived assets.
Research
and Development
The
Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional
service costs associated with the development of plant-based defense technology products. For the six months ended March 31, 2024, and
2023, the Company had $33,110 and $0 in research and development expenses, respectively.
Patents
Any
patent costs for internally developed patents will be expensed as incurred. Costs to maintain and defend patents are recorded as administrative
expenses in the statement of operations.
Purchased
patents are recorded at cost and reviewed for impairment in accordance with the guidance of the ASC 360,
Income
Taxes
The
Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets
and liabilities and loss carryforwards and their respective tax bases.
Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those
temporary differences are expected to be recovered or settled.
The
effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation
allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Tax
benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position
taken on an income tax return. The Company has no liability for uncertain tax positions as of March 31, 2024. Interest and penalties,
if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest
or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the six months ended
March 31, 2024.
Stock-Based
Compensation
The
Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation,
and Certain Redeemable Financial Instruments. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date
fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately
expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.
The
Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards
issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their
vesting dates, as applicable. The fair value of stock-based awards is recognized as expense over the service period, net of estimated
forfeitures, using the straight-line method.
Loss
Per Share of Common Stock
Basic
net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”)
include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants
and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports
a loss because to do so would be anti-dilutive for the periods presented. The Company had total potential additional dilutive securities
outstanding at March 31, 2024 and 2023 of $0 and $665,000, respectively.
Recent
Accounting Pronouncements
Recently
Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently
adopted would have a material effect on the accompanying financial statements.
NOTE
3 – BORROWINGS
Commercial
Loan
On
April 9, 2020, the Company received a loan from the Small Business Administration pursuant to the Paycheck Protection Program (“PPP”)
in the principal amount of $48,750. The note bears interest at a variable rate of approximately 1% and matured in April 2022; and it
is currently in default. Forgiveness for the loan was applied for and is pending. The principal amount of the loan was based on the consulting
agreement salary between Nexion Biosciences, Inc., organized in the state of Florida (“NBFL”) (a related party) and the CEO.
Payable
for Patent
Notes
Payable
From
time to time, the Company’s subsidiary, Old Genvor, enters into unsecured notes payable with individual investors. Only Noteholder
E (below) has security in the form of a personal guarantee by the CEO and prior consultant (Note 6). The terms of these notes are listed
below. Several of the notes are convertible into shares of the Company’s common stock as detailed in the following schedule.
SCHEDULE OF CONVERTIBLE NOTES PAYABLE
| |
| | |
| | |
Interest | | |
Loan | |
Noteholder | |
Origination | | |
Maturity | | |
Rate | | |
Balance | |
Brent
Lilienthal (a) (b) | |
| 2019 | | |
| 12/31/2021 | | |
| 0 | % | |
$ | 217,000 | |
Mel
Wentz (a) (b) | |
| 3/19/2019 | | |
| 4/29/2019 | | |
| 0 | % | |
| 650,000 | |
| |
| | | |
| | | |
| | | |
$ | 867,000 | |
The
notes do not have default provisions except for Mel Wentz receives a default penalty of $10,000 each month the note goes unpaid.
The
Company is currently disputing amounts claimed to be owed to two noteholders, Brent Lilienthal, and Mel Wentz, under state usury laws
(See Note 6).
On
September 13, 2023, the Company entered into a convertible promissory note with Barkley Capital LLC for $200,000. The note matures on
March 13, 2024, and bear interest of 10%. The note is convertible into 134,000 shares of common stock at a value of $1.50 per share.
On
November 11, 2023, John Hare converted the $300,000 note payable into 300,000 warrants with an exercise price of $0.001 (see Note 4).
On
December 15, 2023, R. Kirk Huntsman converted the $32,500 note payable into 40,000 shares of common stock.
On
March 9, 2024, Barkley converted the $200,000 note payable, with $10,000 accrued interest, into 210,000 shares of common stock.
During
the year ended September 30, 2023, $76,325 principal was converted into 122,115 common stock shares of the Company. Additionally, $350,000
principal and $4,114 interest were converted into 1,400,000 warrants for common stock of the Company.
Interest
expense totaled $16,832 and $11,665, respectively, for the six months ended March 31, 2024, and 2023, including default penalties. Late
fees totaled $60,000 and $60,000, respectively, for the six months ended March 31, 2024, and 2023. These late fees are in dispute and
part of (a) and (b) above.
NOTE
4 – STOCKHOLDERS’ DEFICIT
Preferred
Stock
The
authorized preferred stock of the Company consists of 20,000,000 shares with a $0.001 par value.
Series
A Preferred Stock
On
August 10, 2022, the Company designated 10 shares of its preferred stock as Series A Preferred Stock (“Series A”). Each share
of Series A entitles the holder to ten million (10,000,000) votes on all matters submitted to a vote of the stockholders of the Corporation.
When and as any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to
participate in such dividend or distribution. Each Series A share is convertible, at the option of the holder, into one share of fully
paid and non-assessable common stock. Upon any liquidation, dissolution, or winding-up of the Company, the Series A holders are entitled
to receive out the assets of the Company, for each share of Series A, an amount equal to par value before any distribution or payment
shall be made to the holder of any junior securities (including common stock and all other equity or equity equivalent securities of
the Company).
The
preferred stock was issued on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), 3 shares; Dr. Clayton Yates
(Chief Scientific Officer and Chairman), 3 shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), 3 shares. See Note 7.
On
September 28, 2023, as part of the Settlement Agreement with Bradley White (see Notes 6 and 7), Mr. White returned to the Company for
cancellation of 3 shares of Series A preferred stock.
As
of March 31, 2024, and September 30, 2023, there were 6 and 9 shares of Series A preferred stock issued and outstanding, respectively.
Series
B Preferred Stock
On
October 19, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series B Preferred Stock (“Series
B”). The designation authorized 2,500,000 shares of Series B. Each share of Series B shall have 10 votes on all matters submitted
to a vote of the stockholders of the Company. Each share of Series B is convertible into 10 shares of common stock of the Company. See
Note 10.
On
October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to modify the common
shares outstanding to reduce the outstanding common stock issued by the Company, as follows:
SCHEDULE OF CONVERTED SHARES OF COMMON STOCK
Name | |
Common
Shares Exchanged | | |
Series
B Issued | |
Jaynes
Investment LLC (a) | |
| 2,000,000 | | |
| 200,000 | |
ACT
Holdings LLC (a) | |
| 7,312,612 | | |
| 731,262 | |
LASB
Family Trust (a) | |
| 3,800,112 | | |
| 380,012 | |
Jesse
Michael Jaynes (a) | |
| 4,767,611 | | |
| 476,762 | |
Bradley
White (a) | |
| 1,225,000 | | |
| 122,500 | |
PJ
Advisory Group | |
| 1,500,000 | | |
| 150,000 | |
Total | |
| 20,605,334 | | |
| 2,060,536 | |
The
conversion of the common stock into Series B was valued at par, respectively, offset to additional paid-in capital. Series B is convertible
into common stock into the original amount of common stock converted therefore there is no change in the amount of common stock outstanding
on a fully diluted basis.
On
September 28, 2023, as part of the Settlement Agreement with Bradley White (see Notes 6 and 7), Mr. White returned to the Company for
cancellation of 502,512 shares of Series B preferred stock.
As
of March 31, 2024, and September 30, 2023, there were 1,558,024 and 1,558,024 shares of Series B preferred stock issued and outstanding,
respectively.
Common
Stock
The
authorized common stock of the Company consists of 300,000,000 shares with a $0.001 par value. All common stock shares are non-assessable
and have one vote per share.
On
April 21, 2022, the Company issued 569 shares of common stock to an individual under a transfer and exchange agreement for a note receivable
held in NBFL (see Note 3). At the transfer date, the latest sale of common stock was at $0.50, accordingly the shares were valued at
$285, and the note was written off since NBFL has since dissolved.
In
connection with the Merger (see Notes 1 and 8), the founding shareholders of the Company cancelled 18,144,112 shares of common stock,
retaining 5%, or 1,855,888 shares of common stock, as of June 30, 2022. The cancellation is presented in the accompanying statements
of changes in stockholders’ deficit within the line item “Retroactive application of recapitalization.”
During
July 2022, the Company entered into a transfer and exchange agreement with an individual to issue 99,600 shares of common stock for the
note receivable held in NBFL. Since NBFL had minimal assets and was dissolved during the year ended December 31, 2019, the note receivable
was immediately written-off. Based on the latest SPA price per share, the stock was valued at $1.00 per share, or $99,600.
On
September 8, 2022, the Company issued 100,000 shares of common stock to a prior Nexion contractor. This was regarding a claim against
the predecessor management and the Company opted as a settlement to issue the common stock.
Shares
Issued for Services
On
January 1, 2024, the Company issued 3,750 shares of common stock for services valued at $3,750.
On
January 16, 2024, the Company issued 25,000 shares of common stock valued at $25,000 to Good Works Funding, LLC, an entity controlled
by Judith Miller, the CBO and a director of the Company, for services as defined in her employment agreement.
On
January 17, 2024, the Company issued 50,000 shares of common stock valued at $50,000 to Chad Pawlak, the CEO of the Company, for services
as defined in his employment agreement.
On
January 17, 2024, the Company issued 25,000 shares of common stock for services valued at $25,000.
On
February 2, 2024, the Company issued 1,250 shares of common stock for services valued at $1,250.
On
February 5, 2024, the Company issued 6,250 shares of common stock for services valued at $6,250.
On
February 16, 2024, the Company issued 25,000 shares of common stock valued at $25,000 to Good Works Funding, LLC, an entity controlled
by Judith Miller, the CBO and a director of the Company, for services as defined in her employment agreement.
On
February 17, 2024, the Company issued 25,000 shares of common stock valued at $25,000 to Chad Pawlak, the CEO of the Company, for services
as defined in his employment agreement.
On
March 2, 2024, the Company issued 1,429 shares of common stock for services valued at $1,429.
On
March 5, 2024, the Company issued 13,393 shares of common stock for services valued at $13,393.
On
March 11, 2024, the Company issued 25,000 shares of common stock for services valued at $25,000.
On
March 16, 2024, the Company issued 25,000 shares of common stock valued at $25,000 to Good Works Funding, LLC, an entity controlled by
Judith Miller, the CBO and a director of the Company, for services as defined in her employment agreement.
On
March 17, 2024, the Company issued 25,000 shares of common stock valued at $25,000 to Chad Pawlak, the CEO of the Company, for services
as defined in his employment agreement.
Stock
Issued for Cash
On
November 17, 2022, the Company issued 300,000 shares of common stock to an investor for $150,000.
On
May 3, 2023, the Company issued 100,000 shares of common stock to an investor for $50,000.
On
May 12, 2023, the Company issued 15,000 shares of common stock to an investor for $15,000.
On
May 29, 2023, the Company issued 10,000 shares of common stock to an investor for $10,000.
On
July 12, 2023, the Company issued 20,000 shares of common stock to an investor for $10,000.
On
July 13, 2023, the Company issued 20,000 shares of common stock to an investor for $10,000.
On
July 14, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.
On
July 17, 2023, the Company issued 25,000 shares of common stock to an investor for $10,000.
On
August 25, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.
On
September 16, 2023, the Company issued 75,000 shares of common stock for the settlement of a debt and accrued interest for $25,000.
On
September 19, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On
November 1, 2023, the Company issued 50,000 shares of common stock to an investor for $50,000.
On
November 1, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On
November 1, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On
November 6, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On
November 8, 2023, the Company issued 25,000 shares of common stock to an investor for $25,000.
On
November 8, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On
November 8, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On
November 8, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On
November 10, 2023, the Company issued 25,600 shares of common stock to an investor for $25,600.
On
November 13, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On
November 14, 2023, the Company issued 25,000 shares of common stock to an investor for $25,000.
On
December 8, 2023, the Company issued 50,000 shares of common stock to an investor for $50,000.
On
December 11, 2023, the Company issued 10,000 shares of common stock to an investor for $10,000.
On
December 13, 2023, the Company issued 100,000 shares of common stock to an investor for $100,000.
On
December 14, 2023, the Company issued 50,000 shares of common stock to an investor for $50,000.
On
December 20, 2023, the Company issued 53,000 shares of common stock to an investor for $53,000.
On
December 26, 2023, the Company issued 50,000 shares of common stock to an investor for $50,000.
On
January 8, 2024, the Company issued 8,000 shares of common stock to an investor for $8,000.
On
January 16, 2024, the Company issued 115,000 shares of common stock to an investor for $115,000.
On
February 29, 2024, the Company issued 50,000 shares of common stock to an investor for $50,000.
On
March 14, 2024, the Company issued 50,000 shares of common stock to an investor for $50,000,
On
March 26, 2024, the Company issued 25,000 shares of common stock to an investor for $25,000.
Other
Stock Issuances
On
June 14, 2023, the Company issued 25,000 shares of common stock related to the conversion of a note payable for $12,500.
On
July 1, 2023, the Company issued 29,665 shares of common stock related to the conversion of a note payable and accrued interest for $14,833.
On
October 16, 2023, the Company issued 50,000 shares of common stock related to a sale of common stock in the prior year for $12,500.
On
October 19, 2023, the Company issued 60,000 shares of common stock, which were a double issuance.
On
December 15, 2023, the Company issued 40,000 shares of common stock related to the conversion of a note payable for $32,500.
On
March 9, 2024, the Company issued 210,000 shares of common stock related to the conversion of a note payable for $200,000 and accrued
interest of $10,000.
Stock
Cancellation
On
January 16, 2024, a shareholder agreed to return 450,000 shares of common stock that they received incorrectly in a prior year.
Stock
Options and Warrants
During
the year ended September 30, 2023, the Company issued 2,362,900 warrants for common stock of the Company. The issuance was for the following:
|
● |
Services
- 162,900 warrants for common stock with an exercise price of $0.001, valued at $142,900 |
|
● |
Services
by related party – 600,000 warrants for common stock with an exercise price of $0.001, valued at $600,000 |
|
● |
Settlement
of debt – 200,000 warrants for common stock with an exercise price of $0.001, valued at $200,000 |
|
● |
Conversion
of notes payable and accrued interest – 1,400,000 warrants for common stock with an exercise price of $0.001, valued at $359,414 |
During
the six months ended March 31, 2024, the Company issued 1,292,800 warrants for common stock of the Company. The issuance was for the
following:
|
● |
Services
– 392,800 warrants for common stock with an exercise price of $0.001, valued at $392,800 |
|
● |
Services
by a related party – 600,000 warrants for common stock with an exercise price of $0.001, valued at $600,000 |
|
● |
Conversion
of notes payable – 300,000 warrants for common stock with an exercise price of $0.001, valued at $343,718 (see Note 3) |
NOTE
5 – FEDERAL INCOME TAX
No
provision for federal, state or foreign income taxes has been recorded for the six months ended March 31, 2024, and 2023. The Company
has incurred net operating losses for all of the periods presented and has not reflected any benefit of such net operating loss carryforwards
in the accompanying condensed financial statements due to uncertainty around utilizing these tax attributes within their respective carryforward
periods. The Company has recorded a full valuation allowance against all of its deferred tax assets as it is not more likely than not
that such assets will be realized in the near future. The Company’s policy is to recognize interest expense and penalties related
to income tax matters as income tax expense. For the six months ended March 31, 2024, and 2023, the Company has not recognized any interest
or penalties related to income taxes.
NOTE
6 – COMMITMENTS AND CONTINGENCIES
From
time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in
any litigation that we believe could have a material adverse effect on its financial condition or results of operations except as noted.
The
Company is currently disputing amounts claimed to be owed to two noteholders, Brent Lilienthal, and Mel Wentz, under state usury laws
(see Note 3).
On
February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court
for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from
the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services
to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive
trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company.
On
April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no.
DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt
of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services
the defendant ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendant’s
shares of Company common stock and for them to be returned to the Company.
Subscription
Agreement and Cash Held in Escrow
On
February 20, 2019, the Company entered into a subscription escrow agreement (the “Trust Agreement”) with Branch Banking
and Trust Company (“BB&T”). This Trust Agreement was established for the subscription agreement proceeds raised and
escrowed pursuant to the Company’s prior Rule 419 S-1 offering. The balance held in trust at March 31, 2024 and September 30,
2023 totaled $19,705.
Consulting
Agreements
On
October 5, 2023, the Company entered into an Interim CEO & Executive Consultant Agreement (the “Executive Consulting Agreement”)
with Judith S. Miller, pursuant to which Judith S. Miller would serve as the Company’s Interim CEO, and with the Executive Consulting
Agreement intended to be considered effective as of June 20, 2023, the date of Ms. Miller’s original appointment as Interim CEO
of the Company. Under the Executive Consulting Agreement, which can be terminated at any time with or without cause by the Company and
upon 30 days’ advance written notice by Ms. Miller, Ms. Miller will act as the Interim CEO of the Company and, among other management
duties, assist the Company in recruiting a full-time CEO and/or agricultural biotechnology management professional. Following the appointment
of a full-time CEO, Ms. Miller will be retained as an executive consultant for a period of 6 months thereafter. For the six months ended
March 31, 2024, Ms. Miller earned $120,000.
Research
and Development Agreement
During
September 2020, the Company assumed a Cooperative Research and Development Agreement (“CRADA”) with the United States Department
of Agriculture (“USDA”), Agricultural Research Service (“ARS”). Under this agreement, the Company committed to
funding the remaining amount due. As of March 31, 2024, there are no balances due.
Settlement
Agreement
On
September 28, 2023, the Company entered into a Settlement Agreement with Bradley White, former CEO and director of the Company, who
was terminated on June 20, 2023. As part of the Settlement Agreement, Mr. White was to receive a total settlement of $300,000,
payable in tranches of $50,000,
beginning on September 28, 2023, or within seven days, and each subsequent payment on the monthly anniversary of the Settlement
Agreement execution. In exchange for the settlement, Mr. White returned to the Company for cancellation of the following: 3
shares of Series A preferred stock and 502,512
shares of Series B preferred stock. As of March 31, 2024, a balance of $60,000 was payable. See Notes 4 and 7.
NOTE
7 – RELATED PARTY TRANSACTIONS
Consulting
Agreement
On
October 5, 2023, the Company entered into an Interim CEO & Executive Consultant Agreement (the “Executive Consulting Agreement”)
with Judith S. Miller, pursuant to which Judith S. Miller would serve as the Company’s Interim CEO, and with the Executive Consulting
Agreement intended to be considered effective as of June 20, 2023, the date of Ms. Miller’s original appointment as Interim CEO
of the Company. Under the Executive Consulting Agreement, which can be terminated at any time with or without cause by the Company and
upon 30 days’ advance written notice by Ms. Miller, Ms. Miller will act as the Interim CEO of the Company and, among other management
duties, assist the Company in recruiting a full-time CEO and/or agricultural biotechnology management professional. Following the appointment
of a full-time CEO, Ms. Miller will be retained as an executive consultant for a period of 6 months thereafter. For the six months ended
March 31, 2024, Ms. Miller earned $120,000.
As
of March 31, 2024, Ms. Miller was owed $28,714 in accrued compensation and for unreimbursed expenses.
Share
Issuances to the Board of Directors
The
Company issued Series A preferred stock on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), 3 shares; Dr.
Clayton Yates (Chief Scientific Officer and Chairman), 3 shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), 3 shares.
See Note 4.
On
October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to modify the common
shares outstanding to reduce the outstanding common stock issued by the Company, as follows:
SCHEDULE
OF RELATED PARTIES CONVERTED SHARES OF COMMON STOCK
Name | |
Common
Shares Exchanged | | |
Series
B Issued | |
Jaynes
Investment LLC (a) | |
| 2,000,000 | | |
| 200,000 | |
ACT
Holdings LLC (a) | |
| 7,312,612 | | |
| 731,262 | |
LASB
Family Trust (a) | |
| 3,800,112 | | |
| 380,012 | |
Jesse
Michael Jaynes (a) | |
| 4,767,611 | | |
| 476,762 | |
Bradley
White (a) | |
| 1,225,000 | | |
| 122,500 | |
PJ
Advisory Group | |
| 1,500,000 | | |
| 150,000 | |
Total | |
| 20,605,334 | | |
| 2,060,536 | |
On
September 28, 2023, as part of the Settlement Agreement, Bradley White returned for cancellation 3 shares of Series A preferred stock
and 502,512 shares of Series B preferred stock.
On
January 17, 2024, the Company issued 100,000 warrants for common stock to Ms. Miller for a contractual milestone. The warrants were valued
at $100,000.
On February 16, 2024, the Company issued 25,000 shares
of common stock valued at $25,000 to Good Works Funding, LLC, an entity controlled by Judith Miller, the CBO and a director of the Company,
for services as defined in her employment agreement.
On March 16, 2024, the Company issued 25,000 shares
of common stock valued at $25,000 to Good Works Funding, LLC, an entity controlled by Judith Miller, the CBO and a director of the Company,
for services as defined in her employment agreement.
Payables
to Related Parties and Share Issuances to Related Parties
Chad
Pawlak
As
of March 31, 2024, Mr. Pawlak, the Company’s CEO, is due $5,409 in reimbursable expenses.
On
January 17, 2024, the Company issued 50,000 shares of common stock valued at $50,000 to Chad Pawlak, the CEO of the Company, for services
as defined in his employment agreement.
On
February 17, 2024, the Company issued 50,000 shares of common stock valued at $50,000 to Chad Pawlak, the CEO of the Company, for services
as defined in his employment agreement.