GNVR 10-K/A

Genvor Inc (GNVR)

10-K/A 2025-09-09 For: 2023-09-30

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Added on April 09, 2026

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 76)		F-2

Consolidated Balance Sheets as of September 30, 2023 and 2022		F-3

Consolidated Statements of Operations for the year ended September 30, 2023, and for the nine months ended September 30, 2022		F-4

Consolidated Statements of Changes in Stockholders’ Deficit for the year ended September 30, 2023 and for the nine months ended September 30, 2022		F-5

Consolidated Statements of Cash Flows for the year ended September 30, 2023 and for the nine months ended September 30, 2022		F-6

Notes to Consolidated Financial Statements		F-7


	2023			2022
ASSETS
Current assets:
Cash	$	44,354		$	296,386
Prepaid expenses		21,975			—
Other current assets		—			2,000
Total current assets		66,329			298,386

Fixed assets, net		15,734			17,565

Total assets	$	82,063		$	315,951

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Convertible notes payable	$	1,319,500		$	1,052,000
Accounts payable and accrued expenses		388,809			270,178
Due to related party		30,000			3,846
SBA loan		48,750			48,750
USDA CRADA liability		—			246,400
Total current liabilities		1,787,059			1,621,174
Non-current liabilities:
Convertible notes payable, net of discounts		—			89,221
Total non-current liabilities		—			89,221
Total liabilities		1,787,059			1,710,395

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, 6 and 9 shares issued and outstanding as of September 30, 2023, and 2022, respectively		—			—
Preferred stock - series B, 2,500,000 shares authorized, 2,060,536 and 0 shares issued as of September 30, 2023, and 2022, respectively, 1,558,024 and 0 outstanding as of September 30, 2023, and 2022, respectively		2,061			—
Common stock, $0.001 par value, 300,000,000 shares authorized, 19,061,936 and 38,678,155 shares issued, issuable and outstanding as of September 30, 2023, and 2022, respectively		19,062			38,678
Treasury stock, 502,512 and 0 shares of series B preferred stock at September 30, 2023, and 2022, respectively		(300,000	)		—
Additional paid-in capital		16,293,188			14,608,815
Accumulated deficit		(17,719,307	)		(16,041,937	)
Total stockholders’ deficit		(1,704,996	)		(1,394,444	)

Total liabilities and stockholders’ deficit	$	82,063		$	315,951


				For the
	For the			Nine Months
	Year Ended			Ended
	September 30,			September 30,
	2023			2022

Revenue	$	—		$	—

Operating expenses
Professional fees		377,329			233,153
Payroll related expenses		171,856			284,746
Research and development		—			—
Stock-based compensation		977,235			3,512,500
Depreciation expense		1,832			1,374
Other general and administrative expenses		(89,566	)		32,108
Total operating expenses		1,438,686			4,063,881

Operating loss		(1,438,686	)		(4,063,881	)

Other income (expense)
Interest expense		(43,795	)		(51,117	)
Loss on debt settlement		(105,000	)		(5,000	)
Late fee capitalized into notes payable		(120,000	)		(90,000	)
Amortization of debt discount		—			(30,111	)
Total other expense, net		(268,795	)		(176,228	)

Net loss	$	(1,707,481	)	$	(4,240,109	)

Basic and diluted net loss per common share	$	(0.07	)	$	(0.13	)
Basic and diluted weighted average common shares outstanding		19,545,725			32,437,505


	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, December 31, 2021		—		$	—		—		$	—		26,025,020		$	26,025		$	—		$	9,538,772		$	(11,801,828	)		(2,237,031	)
Common stock issued for services		—			—		—			—		6,525,000			6,525			—			3,505,700			—			3,512,225
Common stock issued for cash		—			—		—			—		305,000			305			—			164,970						165,275
Common stock issued for debt conversion		—			—		—			—		2,622,647			2,622			—			1,232,933			—			1,235,555
Payment for reverse capitalization		—			—		—			—		—			—			—			(150,000	)		—			(150,000	)
419 fund raising services		—			—		—			—		170,000			170			—			(170	)		—			—
Founder shares issued		—			—		—			—		1,855,888			1,856			—			(1,856	)		—			—
Issuance of common stock for note receivable		—			—		—			—		99,600			100			—			(100	)		—			—
Issuance of common stock for 2021 SPA		—			—		—			—		50,000			50			—			(50	)		—			—
Common stock issued to prior S-1 investors		—			—		—			—		975,000			975			—			48,750			—			49,725
Issuance of common stock for settlements		—			—		—			—		50,000			50			—			(50	)		—			—
Beneficial conversion feature		—			—		—			—		—			—						269,916			—			269,916
Net loss for the period ended September 30, 2022		—			—		—			—		—			—			—			—			(4,240,109	)		(4,240,109	)
Balance, September 30, 2022		—		$	—		—		$	—		38,678,155		$	38,678		$	—		$	14,608,815		$	(16,041,937	)	$	(1,394,444	)

Balance, September 30, 2022		—		$	—		—		$	—		38,678,155		$	38,678		$	—		$	14,608,815		$	(16,041,937	)	$	(1,394,444	)
Retrospective adoption of ASU 2020-06		—			—		—			—		—			—			—			(210,779	)		30,111			(180,668	)
Issuance of Series A preferred stock		9			—		—			—		—			—			—			—			—			—
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		—			—		—			—		735,000			735			—			361,790			—			362,525
Conversion of note payable into common stock		—			—		—			—		122,115			122			—			78,511			—			78,633
Conversion of notes payable into warrants		—			—		—			—		—			—			—			354,114			—			354,114
Issuance of warrants for services		—			—		—			—		—			—			—			962,900			—			962,900
Conversion of liabilities into common stock		—			—		—			—		32,000			32			—			19,303			—			19,335
Issuance of common stock for legal settlement		—			—		—			—		100,000			100			—			99,990			—			100,090
Return of treasury stock		(3	)		—		(502,512	)		—		—			—			(300,000	)		—			—			(300,000	)
Net loss for the period ended September 30, 2023		—			—		—			—		—			—			—			—			(1,707,481	)		(1,707,481	)
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	)


				For the
	For the			Nine
	Year			Months
	Ended			Ended
	September 30,			September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(1,707,481	)	$	(4,240,109	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,832			1,374
Stock-based compensation		977,235			3,512,500
Conversion of liabilities into common stock		19,335			—
Late fee capitalized into notes payable		120,000			90,000
Loss on debt settlement		105,000			5,000
Common stock issued for interest expense		6,447			—
Effects of the elimination of the beneficial conversion feature		150,556			—
Beneficial conversion feature		—			30,111
Changes in assets and liabilities:
Prepaid expenses		(21,975	)		1,331
Prepaid costs for reverse capitalization		—			150,000
Other current assets		2,000			(2,000	)
Receivables from related parties		—			2,053
Accounts payable and accrued expenses		(304,437	)		139,139
USDA CRADA liability		(246,400	)		—
Due to related party		26,154			3,846

Net cash used in operating activities		(871,734	)		(553,235	)

Cash flows from financing activities:
Proceeds from notes payable		265,000			300,000
Proceeds from sale of common stock		354,702			165,000
Net cash provided by financing activities		619,702			465,000

Net decrease in cash		(252,032	)		(88,235	)

Cash at beginning of period		296,386			384,621

Cash at end of period	$	44,354		$	296,386

Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

Non-cash investing and financing activities:
Discount on notes payable	$	—		$	269,916
Conversion of note payable into common stock	$	76,325		$	1,235,555
Conversion of liabilities into common stock	$	19,303		$	—
Conversion of notes payable into warrants	$	350,000		$	—
Issuance of common stock for debt settlement	$	—		$	49,725
Fundraising services	$	—		$	170,000
Fund	$	—		$	—
Prepaid costs for reverse capitalization recognized in additional paid-in capital	$	—		$	150,000

	●	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.

Schedule of unsecured notes payable
								Balance
								Convertible
			Interest			Loan		into
Noteholder	Origination	Maturity	Rate			Balance		Shares (c)
Brent Lilienthal (a) (b)	2019	12/31/2021		0	%	$	217,000		N/A
Mel Wentz (a) (b)	03/19/2019	04/29/2019		0	%		570,000		N/A
Kirk Huntsman (a)	03/01/2019	02/29/2020		18	%		32,500		N/A
John Hare (d)	04/29/2019	unspecified		0	%		300,000		30,000
Barkley Capital LLC	09/13/2023	03/13/2024		10	%		200,000		134,000
							1,319,500		164,000
(d) Debt discount							-
						$	1,319,500

(a)	Past due at September 30, 2023
(b)	Amount owed in dispute
(c)	Convertible into common stock of the subsidiary, Genvor Incorporated
(d)	Debt discount

Schedule of shareholders converted shares of common stock into shares of Series B
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		20,605,335		2,060,536

Schedule of income tax expense
	September 30,			September 30,
	2023			2022
Tax expense (benefit) at the statutory rate	$	(101,591	)	$	(204,559	)
State income taxes, net of federal income tax benefit		(12,578	)		(25,326	)
Change in valuation allowance		114,169			229,885
Total	$	—		$	—

Schedule of deferred tax assets and liabilities
	September 30,			September 30,
	2023			2022
Net operating loss carryforward	$	589,214		$	503,471
Total gross deferred tax assets		589,214			503,471
Less: Deferred tax asset valuation allowance		(589,214	)		(503,471	)
Total net deferred taxes	$	—		$	—

/s/ Chad Pawlak		September 9, 2025
Chief Executive Officer and		Date
Chief Financial Officer

/s/ Chad Pawlak		September 9, 2025
Chad Pawlak Chief Executive Officer, Chief Financial Officer & Director		Date

/s/ Clayton Yates		September 9, 2025
Clayton Yates		Date
Director

/s/ Jesse Jaynes		September 9, 2025
Jesse Jaynes Director		Date