Genvor Inc 10-K/A for FY2023
Genvor Inc (GNVR)
About this 10-K/A
Genvor Inc filed this 10-K/A on September 9, 2025, covering the fiscal year ended September 30, 2023 (FY2023).
Headline figures
Fiscal year ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.71M
- Diluted EPS
- -$0.07
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
Mark One
For the fiscal year ended:
For the transition period from _________ to _________
Commission File No.
| (Exact name of registrant as specified in its charter) |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
(
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
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 ☐
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 ☐
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 ☐
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 ☐
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 |
| ☒ | 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 29, 2024, 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 is not eligible
for proprietary broker-dealer quotations although it was previously quoted for trading on the OTC Link ATS, and trading data is
The number of the registrant’s shares of common stock outstanding was as of September 9, 2025.
EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) amends the audit opinion within the Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “2023 Annual Report”) of Genvor Incorporated filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2024 (the “Original Filing Date”) and Amendment No. 1 on Form-10-K filed with the SEC on July 31, 2025 (“Amendment No. 1”) which was filed to correct a typographical error in the audit opinion included in the 2023 Annual Report, but which was not properly corrected in Amendment No. 1. In this Amendment No. 2, unless the context indicates otherwise, the designations “Genvor,” the “Company,” “we,” “us” or “our” refer to Genvor Incorporated and its subsidiaries.
This Amendment No. 2 is being filed solely to correct a typographical error in the Report of Independent Registered Public Accounting Firm (the “Audit Opinion”) Turner, Stone, & Company, L.L.P. (“TSC”) contained in Item 8 of the 2023 Annual Report, by replacing “December 20, 2023” with “January 16, 2024” under the signature in the Audit Opinion.
In addition, this Amendment No. 2 includes new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2, 31.3, 32.1, 32.2 and 32.3 hereto.
Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have repeated the entire text of Item 8 of the 2023 Annual Report in this Amendment No. 2. However, there have been no changes to the Company’s consolidated financial statements and notes thereto or the text of such item (other than the change described above replacing “December 20, 2023” with “January 16, 2024” under the signature in the Audit Opinion).
Except as described above, no other amendments are being made to the 2023 Annual Report. This Amendment No. 2 does not reflect events occurring after the Original Filing Date or modify or update any disclosure contained in the 2023 Annual Report in any way other than to reflect the amendments discussed above and updates to the cover page of the 2023 Annual Report. Accordingly, this Amendment No. 2 should be read in conjunction with the 2023 Annual Report and our other filings with the SEC.
Item 8. Financial Statements and Supplementary Data
Genvor Incorporated
Table of Contents
| Page | ||
| Report
of Independent Registered Public Accounting Firm (PCAOB ID: |
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 |
Your Vision Our Focus
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Genvor Incorporated and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Genvor Incorporated as of September 30, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended September 30, 2023 and the nine months ended September 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Genvor Incorporated as of September 30, 2023 and 2022, and the consolidated results of its operations and its cash flows for the year ended September 30, 2023 and the nine months ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Genvor Incorporated in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Genvor Incorporated is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as Genvor Incorporated’s auditor since 2020.
January 16, 2024
F-1
Genvor Incorporated
Consolidated Balance Sheets
September 30,
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current
assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Convertible notes payable | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Due to related party | ||||||||
| SBA loan | ||||||||
| USDA CRADA liability | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Convertible notes payable, net of discounts | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ par value, shares authorized | ||||||||
| Preferred stock - series A, shares authorized, and shares issued and outstanding as of September 30, 2023, and 2022, respectively | ||||||||
| Preferred stock - series B, shares authorized, and shares issued as of September 30, 2023, and 2022, respectively, and outstanding as of September 30, 2023, and 2022, respectively | ||||||||
| Common stock, $ par value, shares authorized, and shares issued, issuable and outstanding as of September 30, 2023, and 2022, respectively | ||||||||
| Treasury stock, and shares of series B preferred stock at September 30, 2023, and 2022, respectively | ( | ) | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-2
Genvor Incorporated
Consolidated Statements of Operations
| For the | ||||||||
| For the | Nine Months | |||||||
| Year Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| Payroll related expenses | ||||||||
| Research and development | ||||||||
| Stock-based compensation | ||||||||
| Depreciation expense | ||||||||
| Other general and administrative expenses | ( | ) | ||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on debt settlement | ( | ) | ( | ) | ||||
| Late fee capitalized into notes payable | ( | ) | ( | ) | ||||
| Amortization of debt discount | ( | ) | ||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net loss per common share | $ | ) | $ | ) | ||||
| Basic and diluted weighted average common shares outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Genvor Incorporated
Consolidated Statements of Changes in Stockholders’ Deficit
For the Year Ended September 30, 2023, and the Nine Months Ended September 30, 2022
| 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 | $ | $ | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued for services | — | — | ||||||||||||||||||||||||||||||||||||||
| Common stock issued for cash | — | — | ||||||||||||||||||||||||||||||||||||||
| Common stock issued for debt conversion | — | — | ||||||||||||||||||||||||||||||||||||||
| Payment for reverse capitalization | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| 419 fund raising services | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| Founder shares issued | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for note receivable | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for 2021 SPA | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| Common stock issued to prior S-1 investors | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlements | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| Beneficial conversion feature | — | — | — | |||||||||||||||||||||||||||||||||||||
| Net loss for the period ended September 30, 2022 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Retrospective adoption of ASU 2020-06 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of Series A preferred stock | — | — | ||||||||||||||||||||||||||||||||||||||
| Conversion of common stock into Series B preferred stock | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Sale of common stock | — | — | ||||||||||||||||||||||||||||||||||||||
| Conversion of note payable into common stock | — | — | ||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable into warrants | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of warrants for services | — | — | — | |||||||||||||||||||||||||||||||||||||
| Conversion of liabilities into common stock | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for legal settlement | — | — | ||||||||||||||||||||||||||||||||||||||
| Return of treasury stock | ( | ) | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net loss for the period ended September 30, 2023 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Genvor Incorporated
Consolidated Statements of Cash Flow
| For the | ||||||||
| For the | Nine | |||||||
| Year | Months | |||||||
| Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Stock-based compensation | ||||||||
| Conversion of liabilities into common stock | ||||||||
| Late fee capitalized into notes payable | ||||||||
| Loss on debt settlement | ||||||||
| Common stock issued for interest expense | ||||||||
| Effects of the elimination of the beneficial conversion feature | ||||||||
| Beneficial conversion feature | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Prepaid costs for reverse capitalization | ||||||||
| Other current assets | ( | ) | ||||||
| Receivables from related parties | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| USDA CRADA liability | ( | ) | ||||||
| Due to related party | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable | ||||||||
| Proceeds from sale of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Discount on notes payable | $ | $ | ||||||
| Conversion of note payable into common stock | $ | $ | ||||||
| Conversion of liabilities into common stock | $ | $ | ||||||
| Conversion of notes payable into warrants | $ | $ | ||||||
| Issuance of common stock for debt settlement | $ | $ | ||||||
| Fundraising services | $ | $ | ||||||
| Fund | $ | $ | ||||||
| Prepaid costs for reverse capitalization recognized in additional paid-in capital | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Genvor Incorporated
Notes to Consolidated Financial Statements
September 30, 2023
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 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 ich 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 Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and has a year-end of September 30. The wholly owned subsidiary has a year-end of December 31.
Due to the change in fiscal year-ends, the consolidated financial statements will reflect the balance sheets and the statements of changes in stockholders’ deficit dates of September 30, 2023, and September 30, 2022, whereas the statements of operations and statements of cash flows are for the year ended September 30, 2023, and the nine months ended September 30, 2022.
Principles of Consolidation
The 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 consolidated financial statements included herein, presented in accordance with US 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.
F-6
Liquidity and Going Concern
The
accompanying 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 September 30, 2023,
the Company had an accumulated deficit of $
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 US 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, to report net cash flow from operating activities by adjusting net income or loss 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 or loss 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 FDIC. At September 30, 2023, the Company’s cash balances were not in excess of federally insured limits.
Fixed Assets
Fixed assets are comprised of furniture and equipment which 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.
F-7
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.
Fair Value of Financial Instruments
The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under 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 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 year ended September 30, 2023, and the nine months ended September 30, 2022, 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 year ended September 30, 2023, and
the nine months ended September 30, 2022, the Company had $
F-8
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 September 30, 2022. 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 nine months ended September 30, 2022.
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 September 30, 2023 and 2022 of $
Recent Accounting Pronouncements
In
August 2020, the FASB issued Accounting Standards Updates (“ASU”) 2020-06, Debt with Conversion and Other Options,
which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20 that require
separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted
for in the diluted earnings per share calculation. The guidance is effective for fiscal years beginning after December 15, 2021. The
Company evaluated the impact of ASU 2020-06 on its consolidated financial statements as it was adopted in 2022 and the impact can be
seen on the Consolidated Statements of Changes in Stockholders’ Deficit as it affected additional paid-in capital, $
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 consolidated financial statements.
F-9
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, Genvor Inc., entered 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 7). 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.
| Balance | ||||||||||||||||
| Convertible | ||||||||||||||||
| Interest | Loan | into | ||||||||||||||
| Noteholder | Origination | Maturity | Rate | Balance | Shares (c) | |||||||||||
| Brent Lilienthal (a) (b) | % | $ | N/A | |||||||||||||
| Mel Wentz (a) (b) | % | N/A | ||||||||||||||
| Kirk Huntsman (a) | % | N/A | ||||||||||||||
| John Hare (d) | % | |||||||||||||||
| Barkley Capital LLC | % | |||||||||||||||
| (d) Debt discount | ||||||||||||||||
| $ | ||||||||||||||||
| (a) | |
| (b) | |
| (c) | |
| (d) |
The
notes do not have default provisions except for Mel Wentz receives a default penalty of $
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 $
During
the nine months ended September 30, 2022, $
During
the year ended September 30, 2023, $
F-10
Interest
expense totaled $
NOTE 4 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The authorized preferred stock of the Company consists of shares with a $ par value.
Series A Preferred Stock
On
August 10, 2022, the Company designated 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.
The preferred stock was issued on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), 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 shares of Series A preferred stock.
As of September 30, 2023, and 2022, there were and 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 shares of Series B.
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:
| Name | Common Exchanged |
Series B Issued |
||||||
| Jaynes Investment LLC (a) | ||||||||
| ACT Holdings LLC (a) | ||||||||
| LASB Family Trust (a) | ||||||||
| Jesse Michael Jaynes (a) | ||||||||
| Bradley White (a) | ||||||||
| PJ Advisory Group | ||||||||
| Total | ||||||||
| (a) | Related parties |
F-11
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; however, the shares have not been canceled and are being held in treasury stock.
There were issued and outstanding at September 30, 2023 and shares as of September 30, 2022.
Common Stock
The authorized common stock of the Company consists of shares with a $ par value. All common stock shares are non-assessable and have one vote per share.
On
April 21, 2022, the Company issued 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 $, accordingly the shares
were valued at $
In connection with the Merger (see Notes 1 and 8), the founding shareholders of the Company cancelled shares of common stock, retaining 5%, or 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 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 $ per share, or $
On September 8, 2022, the Company issued 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
During
the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company issued and shares
of common stock, respectively, for business advisory services received, valued at $
On
February 18, 2022, the Company issued shares of common stock, valued at $
On
March 8, 2022, the Company issued shares of common stock to each of its three directors, for a total of shares
issued valued at $
During
April 2022, the Company issued shares of common stock to a consultant valued at $
On May 27, 2022, the Company issued shares of common stock for consulting services. Based on the latest third-party sale of common stock, this resulted in $ stock-based compensation.
On September 13, 2022, the Company issued shares of common stock to Scott Gann for services.
F-12
Stock Issued for Cash
From
October through December 2021, the Company entered into fourteen stock purchase agreements (“SPA”) for the issuance of a
total of shares of common stock at prices ranging from $-$. The proceeds received under these SPAs totaled
$
During
January and February 2022, the Company entered into six SPAs for the issuance of a total of shares of common stock
at $. The proceeds received under these SPAs totaled $
On
May 12, 2022, the Company entered into an SPA for the issuance of shares of common stock for $
During July 2022, the Company issued common stock shares to the prior S-1 investors pursuant to their subscription agreements.
During July 2022, the Company issued shares of common stock to a shareholder pursuant to a December 2021 SPA.
On
November 17, 2022, the Company issued shares of common stock to an investor for $
On
May 3, 2023, the Company issued shares of common stock to an investor for $
On
May 12, 2023, the Company issued shares of common stock to an investor for $
On
May 29, 2023, the Company issued shares of common stock to an investor for $
On
July 12, 2023, the Company issued shares of common stock to an investor for $
On
July 13, 2023, the Company issued shares of common stock to an investor for $
On
July 14, 2023, the Company issued shares of common stock to an investor for $
On
July 14, 2023, the Company issued shares of common stock for the conversion
of accrued interest of $
On
July 17, 2023, the Company issued shares of common stock to an investor for $
On
July 17, 2023, the Company issued shares of common stock to an investor for
$
On
August 25, 2023, the Company issued shares of common stock to an investor for $
On
September 16, 2023, the Company issued shares of common stock for the settlement of a debt and accrued interest for
$
On
September 19, 2023, the Company issued shares of common stock to an investor for $
Other Stock Issuances
On
June 14, 2023, the Company issued shares of common stock related to the conversion of a note payable for $
On
July 1, 2023, the Company issued shares of common stock related to the conversion of a note payable and accrued interest
for $
Stock Options and Warrants
During the year ended September 30, 2023, the Company issued warrants for common stock of the Company. The issuance was for the following:
| ● | Services
- warrants for common stock with an exercise price of $ |
| ● | Services
by related party – warrants for common with an exercise price of $ |
| ● | Settlement
of debt – warrants for common stock with an exercise price of $ |
| ● | Conversion
of notes payable and accrued interest – warrants for common stock with an exercise price of $ |
F-13
NOTE 5 – FEDERAL INCOME TAX
As
of September 30, 2023, and 2022, the Company has net operating loss carry forwards of approximately $
The
Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying
the United States Federal tax rate of
| Schedule of income tax expense | ||||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Tax expense (benefit) at the statutory rate | $ | ( | ) | $ | ( | ) | ||
| State income taxes, net of federal income tax benefit | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Total | $ | $ | ||||||
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
The tax years 2023 and 2022 remain open for examination by federal agencies and other jurisdictions in which it operates.
The tax effect of significant components of the Company’s deferred tax assets and liabilities at September 30, 2023 and 2022, are as follows:
| Schedule of deferred tax assets and liabilities | ||||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Net operating loss carryforward | $ | $ | ||||||
| Total gross deferred tax assets | ||||||||
| Less: Deferred tax asset valuation allowance | ( | ) | ( | ) | ||||
| Total net deferred taxes | $ | $ | ||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Because
of the historical earnings history of the Company, the net deferred tax assets for 2023 and 2022 were fully offset by a 100% valuation
allowance. The valuation allowance for the remaining net deferred tax assets was $
F-14
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.
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).
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 September 30, 2023 and 2022, totaled $
Upon completion of the Merger (see Notes 1 and 8), the Company issued common stock shares to the investors in that prior S-1 offering during July 2022 and were released to the Company.
Consulting Agreements
During
the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company paid the former CEO $
On
July 24, 2020, the Company entered into a consulting agreement for business development activities, networking, negotiations, and strategic
planning. The compensation pursuant to the agreement was $
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.
Office Lease
The
Company entered into a sublease agreement with the above consultant (providing business development assistance from 2019-2020) effective
August 1, 2019, subject to the terms and conditions of the office lease held by the consultant at 15540 Quorum Drive #2624, Addison,
Texas. On January 1, 2019, the Company adopted ASC 842 requiring this lease to be recorded as an asset and corresponding liability on
its balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms
of the underlying lease. A discount rate was not used in the determination of the right of use asset and liability since its effect would
not be significant. The lease moved to a month-to-month basis beginning in September 2021 at $
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 September 30, 2023, and 2022, $
F-15
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 $
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 year ended September 30, 2023, Ms. Miller has earned $
Share Issuances to the Board of Directors
On
March 8, 2022, the Company issued shares of common stock to each of its three directors, for a total of shares
issued valued at $
The Company issued Series A preferred stock on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), 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:
| Name | Common Exchanged | Series B Issued | ||||||
| Jaynes Investment LLC (a) | ||||||||
| ACT Holdings LLC (a) | ||||||||
| LASB Family Trust (a) | ||||||||
| Jesse Michael Jaynes (a) | ||||||||
| Bradley White (a) | ||||||||
| PJ Advisory Group | ||||||||
| Total | ||||||||
| (a) | Related parties |
On September 28, 2023, as part of the Settlement Agreement, Bradley White returned for cancellation shares of Series A preferred stock and shares of Series B preferred stock.
Services from Related Parties
The
daughter of the CEO and Board member was paid $
Receivables from Related Parties
During
2018, Robert Bubeck, former CEO, paid $
F-16
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 $
NOTE 8 – MERGER WITH OLD GENVOR
On May 27, 2022, the Company, formerly known as Allure Worldwide, Inc., Merger Sub, and Old Genvor completed the Acquisition and Merger transaction (Note 1). The transaction was completed pursuant to 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 in the Merger. Immediately upon completion of the Merger, the former stockholders of Old Genvor stockholders held a majority of the common stock and voting interest of the combined company.
In
the Merger, the Company issued shares of its common stock to Old Genvor stockholders at an exchange ratio of 1:1 (with each share of
Old Genvor common stock automatically converted in the merger into the right to receive a share of Company common stock, and a total
of shares of Company common stock issued to Old Genvor’s pre-merger stockholders). Pursuant to the original
Acquisition agreement and Merger, the Company’s founding shareholders retained % of the Company’s outstanding shares
of common stock, or shares (Note 4). After closing the Acquisition and for a period of two years following commencement
of trading of the Company’s common stock, the Company and Old Genvor agreed that the Company will make additional issuances of
the Company’s common stock to the founding shareholders to ensure that in the aggregate they maintain their
Pursuant to business combination accounting for reverse acquisitions, the Company accounted for the Merger as a capital transaction (reverse recapitalization) rather than a business combination (or asset acquisition). Since the Company was formerly a special purpose acquisition company (“SPAC”) with no assets and only expenses related to maintaining its public shell company status, and Old Genvor has cash, other assets, a contract with the USDA (Note 6), and has raised funds from investors, Old Genvor was determined to be the accounting acquirer. Because a reverse recapitalization is equivalent to the issuance of shares by the private operating company for the net monetary assets of the public shell company, the transaction costs incurred by Old Genvor to affect the recapitalization were recognized as a reduction in additional paid-in capital rather than expensed as incurred. The assets and liabilities of Old Genvor were consolidated with the Company at their book value, the equity accounts were retroactively adjusted to reflect the equity of the Company, with a balancing adjustment through the additional paid-in capital account.
During
the nine months ended September 30, 2022, and the year ended December 31, 2021, the Company paid $
NOTE 9 – INTELLECTUAL PROPERTIES
The Company was granted a patent (#11083775) on August 10, 2021, by the United States Patent and Trademark Office. The patent was assigned by the inventors to the Company and The United States of America, as represented by the Secretary of Agriculture.
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet through the date of this filing and determined there were no events to disclose except the following.
On
November 1, 2023, the Company issued shares of common stock for $
On
November 1, 2023, the Company issued shares of common stock for $
On
November 1, 2023, the Company issued shares of common stock for $
On
November 1, 2023, the Company issued shares of common stock for $
On
November 8, 2023, the Company issued shares of common stock for $
On
November 8, 2023, the Company issued shares of common stock for $
On
November 8, 2023, the Company issued shares of common stock for $
On
November 8, 2023, the Company issued shares of common stock for $
On
November 10, 2023, the Company issued shares of common stock for $
On
November 13, 2023, the Company issued shares of common stock for $
On November 21, 2023, the Company issued warrants for common stock to Good Works Funding, Inc., which may be deemed to be beneficially owned by Judith S. Miller, a milestone on their consulting agreement.
On
December 8, 2023, the Company issued shares of common stock for $
On December 11, 2023, the Company issued shares
of common stock for $
On December 13, 2023, the Company issued shares of common stock for $
On December 14, 2023, the Company issued shares of common stock for $
On December 20, 2023, the Company issued shares of common stock
for $
On December 26, 2023, the Company issued shares of common stock for $
On January 8, 2024, the Company issued shares of common stock for $
F-17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /s/ Chad Pawlak | September 9, 2025 | |
| Chief Executive Officer and | Date | |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /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 |
F-18
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
REQUIRED BY RULE 13A-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chad Pawlak, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of Genvor Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 9, 2025 | By: | /s/ Chad Pawlak |
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
REQUIRED BY RULE 13A-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chad Pawlak, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of Genvor Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 9, 2025 | By: | /s/ Chad Pawlak |
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Chad Pawlak, Chief Executive Officer of Genvor Incorporated (the “Company”), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Annual Report on Form 10-K/A of the Company for the year ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 9, 2025 | By: | /s/ Chad Pawlak |
| Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Chad Pawlak, Chief Financial Officer of Genvor Incorporated (the “Company”), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Annual Report on Form 10-K/A of the Company for the year ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 9, 2025 | By: | /s/ Chad Pawlak |
| Chief Financial Officer |