UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 10-Q

☒ QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITIONREPORT 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<br> name of registrant as specified in its charter)
Nevada	83-2054746
---	---
(State<br> or other jurisdiction of incorporation)	(IRS<br> Employer Identification Number)

1550 W Horizon Ridge Pkwy, Ste R #3040

Henderson, NV89012

(Address of principal executive offices)

(715) 903-6473

(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<br> 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, 2025, 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 29,825,763

as of September 08, 2025.

GENVOR INCORPORATED

INDEX

		Page
PART<br> I. FINANCIAL INFORMATION
Item<br> 1.	Financial<br> Statements	3
Item<br> 2.	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations	4
Item<br> 3.	Quantitative<br> and Qualitative Disclosures about Market Risks	11
Item<br> 4.	Controls<br> and Procedures	11
PART II. OTHER<br> INFORMATION
Item<br> 1.	Legal<br> Proceedings	12
Item<br> 1A.	Risk<br> Factors	12
Item<br> 2.	Unregistered<br> Sales of Equity Securities and Use of Proceeds	12
Item<br> 3.	Defaults<br> Upon Senior Securities	12
Item<br> 4.	Mine<br> Safety Disclosures	12
Item<br> 5.	Other<br> Information	12
Item<br> 6.	Exhibits	13
SIGNATURES		14

PART I –

FINANCIAL INFORMATION

Item 1. Financial

Statements

Genvor Incorporated

Index to Financial

Statements

	Page
Condensed Consolidated Balance Sheets at March<br> 31, 2025 (unaudited), and September 30, 2024	F-1
Condensed Consolidated Statements of Operations<br> for the three and six months ended March 31, 2025, and 2024 (unaudited)	F-2
Condensed Consolidated Statements of Changes in<br> Stockholders’ Deficit for the three and six months ended March 31, 2025, and 2024 (unaudited)	F-3
Condensed Consolidated Statements of Cash Flows<br> for the six months ended March 31, 2025, and 2024 (unaudited)	F-4
Notes to Condensed Consolidated Financial Statements<br> (unaudited)	F-5

Genvor Incorporated

Condensed Consolidated

Balance Sheets

			September 30,
			2024

ASSETS
CURRENT ASSETS:
Cash	641		$	373
Prepaid expense	7,414			21,305
Total Current Assets	8,055			21,678
NON-CURRENT ASSETS:
Property and equipment, net	12,986			13,902
Total Non-current Assets	12,986			13,902
Total Assets	21,041		$	35,580
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Convertible note payable, net	14,074		$	7,408
Notes payable	897,000			897,000
Accrued interest	29,865			9,822
Accounts payable and accrued expenses	321,385			303,264
Accrued compensation and related expenses	696,926			466,404
Advances from related parties	89,905			17,062
SBA loan	48,750			48,750
Total Current Liabilities	2,097,905			1,749,710
Total Liabilities	2,097,905			1,749,710
Commitments and Contingencies (Note 6)	—			—
STOCKHOLDERS' DEFICIT:
Preferred stock, 0.001 par value; 20,000,000 shares authorized; Series A Preferred Stock, 10 shares<br> authorized; 6 shares issued and outstanding at March 31, 2025 and September 30, 2024	—			—
Series B Preferred Stock, 2,500,000 shares authorized; 2,060,536 shares issued and<br> 1,558,024 shares outstanding at March 31, 2025 and September 30, 2024	2,061			2,061
Common stock, 0.001 par value; 300,000,000 shares authorized; 24,904,608 and<br> 20,029,608 shares issued and outstanding at March 31, 2025 and September 30, 2024, respectively	25,155			20,030
Additional paid-in capital	24,100,419			19,168,044
Less: series B preferred stock held in treasury, at cost; 502,512 shares at March 31, 2025 and September 30, 2024	(300,000	)		(300,000	)
Accumulated deficit	(25,904,499	)		(20,604,265	)
Total Stockholders' Deficit	(2,076,864	)		(1,714,130	)
Total Liabilities and Stockholders' Deficit	21,041		$	35,580

All values are in US Dollars.

The accompanying

notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

Genvor Incorporated

Condensed Consolidated

Statements of Operations

(unaudited)

		For the Three Months Ended		For the Six Months Ended
		March 31,		March 31,
		2025	2024	2025	2024
REVENUE		-	-	-	$ -
OPERATING EXPENSES:
Research and development expenses		54,812	6,079	118,236	33,110
Advertising and marketing expenses		-	11,665	3,758	29,347
Professional fees		8,462	355,239	20,080	1,016,888
Compensation and related benefits		189,390	347,965	5,098,594	931,465
Other general and administrative expenses		23,392	26,452	32,802	41,666
Total Operating Expenses		276,056	747,400	5,273,470	2,052,476
LOSS FROM OPERATIONS		(276,056)	(747,400)	(5,273,470)	(2,052,476)
OTHER EXPENSES
Interest expense		(22,927)	(481)	(26,764)	(16,832)
Penalties		-	(30,000)	-	(60,000)
Gain on settlement of debt, net		-	5,826	-	5,826
Total Other Expenses, net		(22,927)	(24,655)	(26,764)	(71,006)
LOSS BEFORE INCOME TAXES		(298,983)	(772,055)	(5,300,234)	(2,123,482)
INCOME TAXES		-	-	-	-
NET LOSS	$	(298,983)	(772,055)	(5,300,234)	(2,123,482)
NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.01)	(0.04)	(0.23)	(0.11)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		24,904,608	19,669,477	22,761,751	19,596,756

All values are in US Dollars.

The accompanying

notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

Genvor Incorporated

Condensed Consolidated

Statements of Changes in Stockholders’ Deficit

For the Three and

Six Months Ended March 31, 2025 and 2024

(unaudited)

	Series A		Series B
	Preferred Stock		Preferred Stock		Common Stock
	Number		Number		Number		Additional			Total
	of		of		of		Paid-in		Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Treasury Stock	Deficit	Deficit
Balance, September 30, 2024	6	$ -	2,060,536	$ 2,061	20,029,608	$ 20,030	$ 19,168,044	$ (300,000)	$ (20,604,265)	$ (1,714,130)
Issuance of common stock for services	-	-	-	-	4,875,000	4,875	4,870,125	-	-	4,875,000
Net loss	-	-	-	-	-	-	-	-	(5,001,251)	(5,001,251)
Balance, December 31, 2024	6	$ -	2,060,536	2,061	24,904,608	24,905	24,038,169	(300,000)	(25,605,516)	(1,840,381)
Issuance of common stock for services	-	-	-	-	250,000	250	62,250	-	-	62,500
Net loss	-	-	-	-	-	-	-	-	(298,983)	(298,983)
Balance, March 31, 2025	6	$ -	2,060,536	$ 2,061	25,154,608	$ 25,155	$ 24,100,419	$ (300,000)	$ (25,904,499)	$ (2,076,864)

F-3

	Series A		Series B
	Preferred Stock		Preferred Stock		Common Stock
	Number		Number		Number		Additional			Total
	of		of		of		Paid-in		Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Treasury Stock	Deficit	Deficit
Balance, September 30, 2023	6	$ -	1,558,024	$ 2,061	19,061,936	$ 19,062	$ 16,293,188	$ (300,000)	$ (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	-	-	-	-	-	-		-	(1,351,427)	(1,351,427)
Balance, December 31, 2023	6	-	1,558,024	2,061	19,835,536	19,836	18,155,595	(300,000)	(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	-	-	-	-	-	-	-	-	(772,055)	(772,055)
Balance, March 31, 2024	6	$ -	1,558,024	$ 2,061	20,094,608	$ 20,095	$ 19,019,586	$ (300,000)	$ (19,842,789)	$ (1,101,047)

The accompanying

notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

Genvor Incorporated

Condensed Consolidated

Statements of Cash Flow

For the Six Months

Ended March 31,

(unaudited)

	2025			2024
Cash flows from operating activities:
Net loss	$	(5,300,234	)	$	(2,123,482	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		916			916
Stock-based compensation		4,800,000			1,313,350
Late fee capitalized into notes payable		—			60,000
Gain on settlement of liabilities, net		—			(5,826	)
Amortization of debt discount		6,666			—
Changes in assets and liabilities:
Prepaid expenses		13,891			12,000
Accrued interest		20,043			—
Accounts payable and accrued expenses		18,121			(126,958	)
Accrued compensation and related expenses		368,022			—
Net cash used in operating activities		(72,575	)		(870,000	)
Cash flows from financing activities:
Advances from related parties		72,843			7,969
Proceeds from sale of common stock		—			826,600
Net cash provided by financing activities		72,843			834,569
Net increase (decrease) in cash		268			(35,431	)
Cash at beginning of period		373			44,354
Cash at end of period	$	641		$	8,923
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
Common stock issued for accrued compensation	$	137,500		$	—

The accompanying

notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

GENVOR INCORPORATED

Notes to Condensed

Consolidated Financial Statements

March 31, 2025

(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 acquired by the Company as its wholly owned subsidiary and each share of Old Genvor common stock was 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 was converted into the right to receive a share of the Company (the “Merger”). After closing of the Merger, the Company was renamed “Genvor Incorporated.”

For accounting purposes, Old Genvor was the surviving entity. The transaction was accounted for as a recapitalization of Old Genvor, pursuant to which Old Genvor was treated as the accounting acquirer, surviving and continuing entity although the Company was the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of Old Genvor and its wholly owned subsidiary, Nexion Biosciences LLC (“NBLLC”) immediately following the consummation of this reverse merger transaction.

During May 2019, Old Genvor acquired NBLLC from a founder for nominal consideration as a wholly owned subsidiary. NBLLC was formed in the state of Delaware on December 28, 2018. Currently, NBLLC is dormant.

Genvor develops plant-based defense technology designed to help farmers achieve global food security.

BusinessPlan and Strategy

Genvor’s business strategy centers on leveraging its proprietary BioCypher Algorithm, an AI-driven peptide discovery platform, to create sustainable agricultural solutions that optimize crop performance across diverse growing conditions. The Company’s peptide technologies are designed to enhance yields, improve stress tolerance, and deliver nutrient optimization while addressing critical agricultural challenges including plant diseases, toxins, bacteria, and fungi. These innovations are designed to support farmers and growers worldwide by improving agricultural productivity, reducing chemical inputs, and enhancing economic outcomes through residue-free solutions that meet evolving regulatory requirements and consumer demands.

F-6

The Company is advancing its portfolio of engineered peptide technologies through its proprietary BioCypher Algorithm, which accelerates the discovery and validation of commercial-grade peptide solutions. Genvor’s platform supports multiple formulation approaches including foliar applications, transgenic seed traits, and seed treatment delivery systems, creating cross-crop scalability opportunities in row crops and specialty crops. The Company is leveraging its extensive peptide library of 50,000+ designed peptides to address high-value agricultural performance applications including yield enhancement, stress tolerance, nutrient use efficiency, and biological crop protection, as well as adjacent opportunities in animal health and feed optimization. Notable validation includes the Company’s transgenic corn peptide AGM182, which demonstrated 72% reduction in fungal growth and 98% reduction in aflatoxin in USDA trials.

Genvor’s commercial model employs a licensing-first strategy centered on forming strategic partnerships, joint development agreements (JDAs), and licensing arrangements that create mutual competitive advantages. The Company’s approach enables agricultural leaders to access validated peptide technology with protected market rights while leveraging partners’ regulatory expertise and commercialization capabilities. These collaborations span the innovation spectrum from research institutions for advanced testing to industry partners for field validation and market access, ensuring solutions are developed for scalable commercial success across specific crops, applications, and geographic markets. The Company’s robust intellectual property portfolio, including 2 issued U.S. patents covering antimicrobial and nutrient-enhancing peptides with 1 patent pending covering 16 novel peptides, supports this partnership-driven commercialization strategy.

CompetitiveAdvantage

Genvor’s competitive advantage is built upon its proprietary BioCypher Algorithm, an AI-driven peptide discovery platform that combines computational biology with machine learning to accelerate peptide design while ensuring commercial viability across diverse agricultural environments. By integrating molecular modeling, predictive analytics, and regulatory benchmarks, the platform accelerates peptide discovery significantly faster than traditional R&D approaches. The Company’s technology platform targets fundamental plant mechanisms, enabling single discoveries to be transformed into multi-crop opportunities across both row crops and specialty crops.

TechnicalFormulation Advancement

The Company has achieved significant technical formulation advancements for its antimicrobial peptide (AMP) platform. Working with a leading specialty chemicals partner, Genvor successfully developed and validated liquid aqueous formulations for its GV185 and GV197 antimicrobial peptides designed for foliar application across multiple crops including corn, wheat, and greenhouse tomatoes and strawberries. Key technical milestones accomplished include the development of analytical methods (HPLC-MS) for peptide quantification and quality control; the identification of lead formulation candidates with 0.2% active ingredient concentration; the initiation of long-term stability studies demonstrating promising early results with decomposition rates of less than 5% under accelerated aging conditions and the preparation of prototype formulations ready for greenhouse and field trial evaluation. These formulation advances represent important progress toward commercialization, with the developed prototypes designed to deliver targeted active ingredient concentrations of 1-10 ppm on treated crops. The Company continues stability studies to select final lead prototypes and plans to proceed with efficacy testing in controlled greenhouse and field environments.

Recent data demonstrate that Genvor’s proprietary peptides showed promising broad-spectrum efficacy against major agricultural pathogens that cause significant crop losses worldwide. Lead candidate GV185 demonstrated particularly strong antifungal activity at low concentrations, potentially de-risking the program for partnerships and supporting the commercial advancement toward field trials and regulatory submissions.

F-7

Basis of Presentationand Principles of Consolidation

These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of Genvor Incorporated, Old Genvor and its wholly owned subsidiary NBLLC. All intercompany accounts and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on August 1, 2025.

Liquidity andGoing Concern

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At March 31, 2025, the Company had cash of $641.

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, 2025, as reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of $2,089,850. At March 31, 2025, the Company had an accumulated deficit of $25,904,499. For the six months ended March 31, 2025, the Company recognized a net loss of $5,300,234 and used cash in operating activities of $72,575, 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 sufficient 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 but such capital cannot be assured. See Note 7 for working capital raised subsequent to March 31, 2025 in a private replacement offering. 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 accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

F-8

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Useof Estimates

The preparation of condensed consolidated 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 assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Significant estimates during the three and six months ended March 31, 2025 and 2024 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.

Cashand Cash Equivalents

For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at March 31, 2025 and September 30, 2024.

The Company

maintains its cash on deposits with bank and financial institution within the United States that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At March 31, 2025, the Company’s cash balances were not in excess of the federally-insured limits.

Property and Equipment

Property and equipment are stated at cost and consists of furniture and fixtures. Depreciation is provided by the straight-line method over the useful lives of the related assets of seven years. Expenditures for minor enhancements and maintenance are expensed as incurred.

Long-lived Assets

The Company’s long-lived assets are reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment. 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. During the six months ended March 31, 2025, and 2024, the Company had not experienced impairment losses on its long-lived assets.

Fair Value of FinancialInstruments and Fair Value Measurements

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the, reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature.

F-9

Advertisingand Marketing Costs

All costs

related to advertising and marketing are expensed as incurred. For the three and six months ended March 31, 2025 and 2024, advertising and marketing costs amounted to $0 and $11,665 and $3,758 and $29,347, respectively.

Researchand 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 three and six months ended March 31, 2025, and 2024, the Company incurred $54,812 and $6,079 and $118,236 and $33,110 in research and development expenses, respectively.

Stock-basedCompensation

The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards, including stock warrants and stock grants, based on estimated grant-date fair values. The Company measures employee and nonemployee awards at the date of grant, which generally is the date at which the Company and the nonemployee reach a mutual understanding of the key terms and conditions of a share-based payment award.

The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over the requisite service period during which the employee or nonemployee is required to provide services in exchange for the award. The Company has elected to account for forfeitures of awards as they occur, with previously recognized compensation reversed in the period that the awards are forfeited.

PerShare Data

ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.

F-10

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:

Schedule of antidilutive shares
	Three Months Ended March<br> 31,				Six Months Ended March<br> 31,
	2025		2024		2025		2024
Warrants to purchase<br> common stock		3,650,000		3,610,000		3,650,000		3,610,000
Series A convertible preferred<br> stock		6		6		6		6
Series B convertible preferred<br> stock		15,580,240		15,580,240		15,580,240		15,580,240
Convertible<br> notes		20,000		—		20,000		—
Total<br> potentially dilutive securities		19,250,246		19,190,246		19,250,246		19,190,246

SegmentReporting

The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the businesses internally and is mainly organized by products. During the six months ended March 31, 2025 and 2024, the Company is organized into one strategic business unit. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. The Company’s Chief Executive Officer (“CEO”) is its CODM.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation, including breakouts within operating expenses. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows.

Recent AccountingPronouncements

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements, including significant segment expenses and interim disclosures (“Topic 280”). The guidance allows for disclosure of multiple measures of a reportable segment’s profit or loss, and it requires that public entities with a single reportable segment provide all disclosures required by the ASU and all existing disclosures in Topic 280. ASC 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim reporting periods starting after December 15, 2024, with early adoption permitted. The Company adopted the new standard effective June 30, 2024 on a retrospective basis. The adoption of this ASU affects only the Company’s disclosures, with no impact to its financial condition or results of operations.

In December 2023, the FASB ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company expects that the adoption will not have a material impact on its condensed consolidated financial statements.

ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”). In November 2024, the FASB issued a new accounting standard to improve the disclosures about an entity’s expenses and address requests from investors for more detailed information about the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted. The Company is evaluating the disclosure requirements related to the new standard and its impact on our consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its condensed consolidated financial condition, results of operations, cash flows or disclosures.

F-11

NOTE 3 –

NOTES PAYABLE

ConvertibleNote Payable

On

September 9, 2024, the Company and an investor entered into a convertible promissory note agreement, providing for the issuance of a note in the principal amount of $20,000. The note is due on September 9, 2025 and bears interest at 10%. The principal amount is convertible into shares of common stock of the Company at a conversion price of $1.00 per share. In addition, the Company issued the investor a stock purchase warrant to acquire 40,000 shares of common stock of the Company at a per share price of $0.01 (“Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable at September 9, 2025 and until the Pre-Funded Warrants are exercised in full.

In

accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair value of the warrants issued to the investor was $40,000. Therefore, the Company recorded debt discount of $13,333 related to the warrants issued to the investor, which will be amortized over the term of the note.

The convertible note payable and unamortized debt discount as of March 31, 2025 and September 30, 2024 was as follows:

Schedule of convertible note payable
	March 31,<br><br> <br>2025			September<br> 30, 2024
Principal amount	$	20,000		$	20,000
Less: unamortized<br> debt discount		(5,926	)		(12,592	)
Convertible<br> note payable, net	$	14,074		$	7,408

For the

three and six months ended March 31, 2025 and 2024, amortization of debt discount related to this convertible note payable amounted to $3,333 and $0 and $6,666 and $0, which has been included in interest expense on the accompanying condensed consolidated statements of operations.

For the

three and six months ended March 31, 2025 and 2024, interest expense on the convertible note payable amounted to approximately $500 and $0 and $1,000 and $0,respectively, which has been included in interest expense on the accompanying condensed consolidated statements of operations. As of March 31, 2025 and September 30, 2024, accrued interest on the convertible note payable was $1,117 and $117, respectively.

Notes Payableand Subsequent Event

From time to time, the Company enters into unsecured notes payable with individual investors. The terms of these notes are listed below.

Schedule of unsecured notes<br> payable
					Interest			Note<br> Balance As of
Noteholder	Origination		Maturity		Rate			March<br> 31, 2025		September<br> 30, 2024
Brent Lilienthal		2019		12/31/2021		0	%	$	217,000	$	217,000
Mel<br> Wentz		3/19/2019		4/29/2019		0	%		680,000		680,000
								$	897,000	$	897,000

On

May 15, 2025, the Company and Brent Lilienthal entered into a settlement agreement, pursuant to which, the Company settled $217,000

debt owed by issuance of 120,000 shares of common stock of

the Company (see Note 7).

Mel Wentz

received a default penalty of $10,000 each month that the note went unpaid. The Company is currently disputing the amount claimed by Mel Wentz under state usury laws. On July 14, 2024, the Company received a letter from a third-party legal counsel which stated that the loan agreement appeared to be invalid under Texas usury laws. Therefore, commencing on July 1, 2024, the monthly penalty of $10,000 was no longer accrued. Default penalties during the three and six months ended March 31, 2024 amounted to $30,000 and $60,000, respectively, which have been included in the note payable balance and presented separately on the unaudited consolidated statements of operations.

Aggregate

interest expense, including amortization of debt discount, related to notes payable totaled $3,833 and $481, and $7,663 and $16,382, respectively, for the three and six months ended March 31, 2025 and 2024, respectively. T hese late fees are in dispute and have been included in note payable on the accompanying condensed consolidated balance sheets.

CommercialLoan

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. The Company applied for loan forgiveness, and the Company is waiting on confirmation that the loan has been forgiven.

F-12

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 PreferredStock

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 of 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 Series A 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.

On September 28, 2023, Mr. White returned to the Company for cancellation of 3 shares of Series A preferred stock.

As of March 31, 2025, and September 30, 2024, there were 6 shares of Series A preferred stock issued and outstanding, respectively.

Series B PreferredStock

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.

On September 28,

2023, Mr. White, our former CEO and the LASB Family Trust 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.

As of March 31, 2025

and September 30, 2024, there were 2,060,536 issued and 1,558,024 outstanding the majority of which is held by related parties.

As of March 31, 2025,

and September 30, 2024, there were 2,060,536 shares of Series B preferred stock issued, respectively, the majority of which is held by related parties.

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.

During

the three months ended March 31, 2025 and December 31, 2024, the Company issued 250,000 and 4,875,000 shares of its common stock to its chief executive officer for services rendered. These shares were valued at $62,500 and $4,875,000, respectively, using the most recent common stock sales on the date of grant, and the Company recorded stock-based compensation expense of $62,500 and $4,800,000 for the three and six months ended March 31, 2025, respectively, and reduced accrued compensation by $137,500 that had been accrued as of September 30, 2024 related to shares of common stock that had vested for services but were not issued.

On March 9, 2024, the Company agreed to issue 210,000 shares of common stock with an estimated fair value of $1 related to the conversion of a note payable for $200,000 and accrued interest of $10,000. These shares were not issued until June 2025 (see Note 7).

F-13

Warrants(except for pre-funded)

Common stock warrant (except Pre-Fund Warrants) activity for the three and six months ended March 31, 2025 was as follows:

Schedule<br> of stock warrant activity
	Number of Warrants			Weighted Average Exercise Price		Weighted Average Contractual Term
Outstanding at October 1, 2024		3,610,000			0.001		0.57
Granted		—			—		—
Outstanding at December 31, 2024		3,610,000			0.001		0.32
Granted		—			—		—
Expired		(2,060,000	)		0.001		—
Outstanding and exercisable at March 31, 2025		1,550,000			0.001		0.19

There is no “established trading market” for shares of the Company’s common stock at March 31, 2025. Therefore, the aggregate intrinsic value for the warrants outstanding and exercisable at March 31, 2025 are not available. However, subsequent to period end the Company sold common stock shares in a private placement offering for $.25 (see Note 7).

Pre-FundedWarrants

In connection with

the issuance of a convertible note payable (see Note 3), the Company issued 40,000 pre-funded warrants with an exercise price of $0.01 per share exercisable until September 9, 2025. There was no activity related to pre-funded warrants during the six months ended March 31, 2025.

NOTE 5 –

RELATED PARTY TRANSACTIONS

Accrued Compensation

The Company has employment agreements with its CEO and two scientific advisors (see Note 6).

Effective January 1, 2025, an amendment to the CEO’s employment agreement executed and amended the following provisions: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established versus milestone-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company.

Effective January

1, 2025, the scientific advisors aggregate monthly compensation was increased to $17,500 from $10,000.

Any accrued compensation amounts earn interest at 8%. The CEO and scientific advisors can convert any accrued compensation into shares of common stock at a conversion rate equal to the fair market value on the date of conversion (see Note 7).

As of March 31, 2025

and September 30, 2024, the Company owed its former chief business officer and interim chief financial officer, Judith Miller, $38,904 primarily from accrued compensation.

As of March 31, 2025

and September 30, 2024, accrued compensation and related expenses owed to these individuals totaled $696,926 and $466,404, respectively.

Advances fromRelated Parties

The Company’s

CEO and scientific advisors make working capital advances as needed which bear interest at 8% per annum and are short-term in nature, unsecured and repayable on demand. During the six months ended March 31, 2025 and 2024, the Company received $72,843 and $7,969 of advances from these related parties. As of March 31, 2025 and September 30, 2024, advances owed to the CEO and scientific advisors totaled $86,059 and $13,216, respectively.

As of

both March 31, 2025 and September 30, 2024, the Company owed, its former CEO, $3,846 for expenses paid on behalf of the Company.

As of March 31, 2025

and September 30, 2024, advances from related parties totaled $89,905 and $17,062, respectively, as presented on the condensed consolidated balance sheets.

F-14

Accrued Interest

The accrued compensation

and advances received from the CEO and two scientific advisors, collectively referred to as the “employees” bear interest at 8%. As of March 31, 2025 and September 30, 2024, accrued interest due these employees was $28,747 and $9,701, which is included in accrued interest on the unaudited condensed consolidated balance sheets. During the three and six months ended March 31, 2025, interest expense amounted to $11,956 and $19,060, respectively, which is included in interest expense on the condensed unaudited consolidated statements of operations. During the three and six months ended March 31, 2024, interest expense was not significant.

Settlement

On September

28, 2023, the Company entered into a settlement agreement with Mr. White, a former CEO 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 the following: 3 shares of Series A preferred stock and 502,512 shares of Series B preferred stock. As of both March 31, 2025 and September 30, 2024, the Company still owed Bradley White $50,000, which has been included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. The outstanding balance of $50,000 was fully repaid subsequent to March 31, 2025 pursuant to a settlement agreement.

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 a noteholder, 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. The Company and Mr. Kimbrough have settled the claims in dispute and are working to effect the settlement terms before dismissal.

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.

On October 13, 2024, Judith Miller sent the Company a letter demanding payment for amounts she claimed she was owed under her prior employment agreement with the Company. The Company disputes the allegations in the letter and intends to defend itself as necessary.

F-15

Employment Agreements

On January 17, 2024, Ms. Miller resigned as the Company’s Interim Chief Executive Officer and was appointed as a member of the Company’s Board of Directors, as the Chief Business Officer of the Company, and as the Interim Chief Financial Officer of the Company. Pursuant to the Miller Employment Agreement, which superseded Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller acted as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement was terminated in accordance with its terms, and Ms. Miller was to be compensated as follows: (i) a base salary of $180,000 per year; (ii) 25,000 shares of Company common stock per month for a period of one year; (iii) an additional equity award of 250,000 shares of Company common stock upon the Company receiving the results of the scientific studies conducted by Southern Gardens/US Sugar for further use by the Company; (iv) an additional equity award of 50,000 shares of Company common stock upon the Company raising each tranche $1,000,000 up to an aggregate of $10,000,000; (v) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising $2,500,000; (vi) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $6,000,000, and (vii) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $10,000,000. This agreement was terminated in May 2024 (see Note 5 for amounts owed and outstanding under this agreement).

On January 17, 2024, the Company executed an advisor agreement with Dr. Jesse Jaynes, a director of the Company (the “Jaynes Advisor Agreement”). Dr. Jaynes will be compensated as follows: (i) Dr. Jaynes will be paid a $50,000 signing bonus; (ii) Dr. Jaynes will be paid $5,000 per month (increased to $9,167 effective January 1, 2025); (iii) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.

On January 17, 2024, the Company executed an advisor agreement with Dr. Clayton Yates, a director of the Company (the “Yates Advisor Agreement”). Dr. Yates will be compensated as follows: (i) Dr. Yates will be paid a $50,000 signing bonus; (ii) Dr. Yates will be paid $5,000 per month (increased to $8,333 effective January 1, 2025); (iii) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.

On January 17, 2024, the Company appointed Chad Pawlak as Chief Executive Officer of the Company. Pursuant to the Pawlak Employment Agreement, Mr. Pawlak will act as Chief Executive Officer of the Company until the agreement is terminated in accordance with its terms, and Mr. Pawlak will be compensated as follows: (i) Mr. Pawlak will receive a base salary of $300,000 per year; (ii) Mr. Pawlak will be eligible for annual incentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the discretion of the compensation committee of the Board, provided that such bonus for the first year of employment shall be earned for the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the discretion of the compensation committee of the Board, provided that such bonus for the first year of employment shall be earned for the completion of formuating plant disease, for any of the identified spectrums of crops that are targeted by the Company (the “First Milestone”), and the bonus for the second year of employment shall be earned for the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray (the “Second Milestone”); (iii) Mr. Pawlak will initially receive 50,000 shares of Company common stock, and 950,000 shares of Company common stock which shall vest monthly for a period of 36 months (25,000 shares a month for months 1-34, and 50,000 shares a month for months 35-36); (iv) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the First Milestone; (v) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the Second Milestone; (vi) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vii) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. Effective January 1, 2025, an amendment to the CEO’s employment agreement executed and amended the following provisions: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established versus milestone-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company.

Refer to Note 5 for disclosure of amounts outstanding and due under these employment agreements as of March 31, 2025.

F-16

NOTE 7 –

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Common StockSold for Cash

During

the period from April 1, 2025 through the date of this filing the Company sold an aggregate of 2,000,000 shares of its common stock at a price of $0.25 per share to investors and received proceeds of $500,000.

Common StockIssued for Services

On June 30, 2025,

the Company issued 250,000 fully vested shares of common stock with an estimated fair value of $62,500 based on recent sales of common stock to its CEO for services rendered from April – June 2025.

On August 6, 2025,

the Company issued 20,000 fully vested shares of common stock with an estimated fair value of $5,000 based on recent sales of common stock pursuant to a scientific advisory employment agreement.

Common StockIssued for Accounts Payable Settlements and Note Payable Conversion

In April, May, and August 2025, the Company issued an aggregate of 171,155 shares of common stock with an estimated fair value of $42,789 based on recent sales of common stock for the settlement of $59,248 of outstanding accounts payable balances. The settlement resulted in a net gain of approximately $16,459.

In May

2025, Brent Lilienthal converted his note with the principal amount of $217,000 into 120,000 shares of common stock with an estimated fair value of $30,000 based on recent sales of common stock (see Note 3). The conversion resulted in a gain of approximately $187,000.

CommonStock Issued for Accrued Compensation Converted

In May

2025, the Company issued 1,300,000 shares of its common stock upon the conversion of accrued compensation outstanding with our CEO of $125,000 and a total of $200,000 of accrued bonuses with our two scientific advisor employees. These bonuses were earned and approved by the board in May 2025 pursuant to a milestone defined in their employment agreements, being met. The conversion ratio of $.25 was based on recent stock sales and therefore no gain or loss was recorded on this conversion.

Common StockIssued for Warrant Exercise

In

April 2025, the Company issued 500,000 shares of its common stock upon exercise of warrants with an exercise price of $.001 and received proceeds of $500.

Issuanceof Common Stock

In May

and June 2025, the Company issued 310,000 shares of common stock for the conversion of $220,000 of principal and accrued interest that occurred during the fiscal year ended September 30, 2024 for which the shares had not been issued.

Settlementof Accrued Liability

On June 11, 2025,

the Company executed a release and settlement agreement with our former CEO, Bradley White. Pursuant to the settlement agreement, the Company agreed to pay $55,000 for the settlement of all amounts outstanding with this individual (see Note 5).

F-17

Item 2. Management’s

Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis of our financial condition and results of operations for the three and six months ended March 31, 2025 and 2024 should be read in conjunction with our condensed consolidated financial statements and related notes to those condensed consolidated financial statements that are included elsewhere in this Quarterly Report on Form 10-Q.

Company Overview

Genvor Incorporated (the “Company” or “Genvor” or “we”) was incorporated in Florida on September 26, 2018, as Allure Worldwide, Inc., and as of November 18, 2019, redomiciled to Nevada. On June 24, 2022, the Company changed its name to from Allure Worldwide, Inc. to Genvor Incorporated.

The Company’s subsidiary, Genvor Inc. was incorporated under the laws of the State of Delaware on April 4, 2019, as Nexion Biosciences Inc. and on January 22, 2020, its name was changed to Genvor Inc. Genvor Inc. develops plant-based defense technology designed to help farmers achieve global food security.

During May 2019, Genvor Inc. acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration. NBLLC was formed in the State of Delaware on December 28, 2018.

The Company was originally formed with the intention of seeking to acquire the assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. On January 11, 2021, the Company entered into an Exchange Agreement (the “Purchase Agreement”) with Genvor Inc., a Delaware corporation (“Old Genvor”) to acquire (the “Acquisition”) Old Genvor. On March 2, 2022, the Company and Old Genvor entered into a merger agreement (the “Merger Agreement”) to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation, would merge (the “Merger”) with and into Old Genvor, with each share of Old Genvor common stock issued immediately prior to the time of the merger automatically converted into the right to receive one share of common stock of the Company.

On May 27, 2022, the Acquisition closed, Merger Subsidiary merged with and into Old Genvor, each share of Old Genvor was exchanged for the right to receive one share of Company common stock, 35,261,871 shares of Company common stock were issued to Old Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and Old Genvor became a wholly owned subsidiary of the Company. As a result of these transactions, the Company had 55,261,871 issued and outstanding common shares upon the closing of the share exchange with Old Genvor, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.

As a result of the Acquisition, the Company’s business plan is that Old 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.

The Company’s technology was developed by two university scientists, Dr. Clayton Yates, and Dr. Jesse Jaynes, who shared a mission to develop crop protection technology designed to defend against crop diseases affecting both animals and humans alike.

Recent Activity

The Company actively participated in prominent biotechnology conferences and significant industry events. Moreover, productive engagements with USDA partners have enhanced our ongoing multi-year studies on seed traits in corn, focusing on combatting a wide array of pathogens, including aflatoxin.

Our outreach efforts extended to major agricultural enterprises, facilitating discussions on potential partnership opportunities to bring Genvor’s peptide portfolio to market. Multiple product formats are currently under evaluation and development, with our steadfast commitment to the license-first business model. The company is collaborating with several contract manufacturing firms to develop efficient and cost-effective manufacturing systems. This initiative aims to meet the manufacturing requirements of commercial partnerships and ensure the ability to offer economically viable pricing that aligns with market expectations in the global agricultural sector.

Exploration of international animal health research collaborations is underway, including discussions with a leading animal health research company. Concurrently, we are intensifying efforts in non-GMO product development and expediting the innovation of novel peptides.

In August 2024 Genvor was awarded the Golden Ticket by Bayer.

StrategicCollaboration with Bayer: Golden Ticket Award

In 2024, Genvor was selected by Bayer AG as the inaugural recipient of its Golden Ticket award, a competitive innovation initiative designed to support high-impact agricultural technologies. This award grants Genvor fully funded access to laboratory space, equipment, and expert mentorship at Bayer’s LifeHub California @AgStart, a leading AgriFoodTech innovation center.

This collaboration enables Genvor to accelerate development and commercialization of its proprietary peptide-based crop protection and trait technologies. Genvor’s platform leverages antimicrobial peptides (AMPs) to enhance disease resistance and crop performance through both biological sprays and genetic trait innovation.

Bayer’s selection of Genvor from a global pool of applicants underscores the scientific and commercial potential of our approach. The Golden Ticket program aligns with Bayer’s broader commitment to regenerative agriculture and cutting-edge crop protection solutions, providing critical resources to advance Genvor’s mission of sustainable innovation in global agriculture.

Going Concern

While the Company is currently developing its products and technologies, the Company’s cash position may not be sufficient 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 but such capital cannot be assured. 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.

CriticalAccounting Policies

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Significant estimates include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.

Stock-basedCompensation

RecentAccounting Standards

For details of applicable new accounting standards, please, refer to Recent Accounting Standards in Note 2 of our condensed consolidated financial statements accompanying this Quarterly Report on Form 10-Q.

RESULTS

OF OPERATIONS

Comparisonof Results of Operations for the Three Months Ended March 31, 2025 and 2024

Revenues

We did not earn any revenues during the three months ended March 31, 2025, and 2024.

Operating Expenses

For the three months ended March 31, 2025 and 2024 operating expenses consisted of the following:

	Three Months Ended March 31,
	2025		2024
Research and development expenses	$	54,812	$	6,079
Advertising and marketing expenses		—		11,665
Professional fees		8,462		355,239
Compensation and related benefits		189,390		347,965
Other general and administrative		23,392		26,452
	$	276,056	$	747,400
·	For<br> the three months ended March 31, 2025, research and<br> development expenses increased by $48,733 or 801.7%, compared to the three months ended March<br> 31, 2024. The increase was primarily due to increased research projects. We expect that our<br> research and development expenses will continue to increase as our research and development<br> personnel received an aggregate increase in monthly salary of $7,500 effective January 1,<br> 2025.
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·	For<br> the three months ended March 31, 2025, advertising and marketing expenses decreased by $11,665,<br> or 100.0%, as compared to the three months ended March 31, 2024. The decrease was primarily<br> due to decreased advertising activities as the Company was reducing expenses.
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·	Professional<br> fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees,<br> investor relations service charges, and other fees. For the three months ended March 31,<br> 2025, professional fees decreased by $346,777 or 97.6% as compared to the three months ended<br> March 31, 2024, which was primarily attributable to a decrease in accounting, audit and legal<br> fees as the Company ceased compliance related filings due to cash flow constraints and a<br> decrease in stock-based compensation with service providers.
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·	For<br> the three months ended March 31, 2025, compensation and related benefits expenses decreased<br> by $158,575, or 45.6%, as compared to the three months ended March 31, 2024. The decrease<br> was primarily attributable to a decrease in stock-based compensation as our recent stock<br> sales have declined from $1.00 to $.25.
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·	Other<br> general and administrative expenses mainly consisted<br> of OTC listing fees, office supplies, insurance expense, travel and entertainment expenses,<br> and other miscellaneous items. For the three months ended March 31, 2025, other general and<br> administrative expenses decreased by $3,060, or 11.6%, as compared to the three months ended<br> March 31, 2024. The decrease was mainly due to our efforts at stricter controls on corporate<br> expenditures.
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Loss from Operations

During the three months ended March 31, 2025, and 2024, the Company incurred a loss from operations of $276,056 and $747,400, respectively. The primary reason for the decline in the loss from operations is due to a reduction in compensation and related benefits and professional fees due to less stock-based compensation and service providers as discussed above.

Other Expenses,net

Other expense mainly includes interest expense related to our notes payable, and default penalties – late fees on a note payable.

Other expenses, net totaled $22,927 for the three months ended March 31, 2025, as compared to $24,655 for the three months ended March 31, 2025, a decrease of $1,728, or 7.0%, which was attributable to the decrease in penalties of $30,000, since commencing on July 1, 2024, the monthly penalty of $10,000 for Mel Wentz’s note payable stopped being accrued as described elsewhere in this report, offset by an increase in interest expense of $22,446 due to a convertible note payable issued in September 2024 with a 10% interest and 8% interest accruing on accrued compensation and advances from related parties.

Net Loss

As a result of the factors described above, our net loss was $298,983, or ($0.01) per share (basic and diluted), for the six months ended March 31, 2025, as compared to $772,055 or ($0.04) per share (basic and diluted), for the six months ended March 31, 2024, an decrease of $473,072, or 61.3%.

For the SixMonths Ended March 31, 2025, and 2024

Revenues

We did not earn any revenues during the six months ended March 31, 2025, and 2024.

Operating Expenses

For the three months ended March 31, 2025 and 2024 operating expenses consisted of the following:

	Six Months Ended March 31,
	2025		2024
Research and development expenses	$	118,236	$	33,110
Advertising and marketing expenses		3,758		29,347
Professional fees		20,080		1,016,888
Compensation and related benefits		5,098,594		931,465
Other general and administrative		32,802		41,666
	$	5,273,470	$	2,052,476
·	For<br> the six months ended March 31, 2025, research and development<br> expenses increased by $85,126, or 257.1%, compared to the six months ended March 31, 2024.<br> The increase was primarily due to increased research projects. We expect that our research<br> and development expenses will continue to increase as our research and development personnel<br> received an increase in aggregate monthly salary of $7,500 effective January 1, 2025.
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·	For<br> the six months ended March 31, 2025, advertising and marketing expenses decreased by $25,589,<br> or 87.2%, as compared to the six months ended March 31, 2024. The decrease was primarily<br> due to decreased advertising activities.
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·	Professional<br> fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees,<br> investor relations service charges, and other fees. For the six months ended March 31, 2025,<br> professional fees decreased by $996,808 or 98.0% as compared to the six months ended March<br> 31, 2024, which was primarily attributable to a decrease in accounting, audit and legal fees<br> as the Company ceased compliance related filings due to cash flow constraints and a decrease<br> in stock-based compensation with service providers.
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·	For<br> the six months ended March 31, 2025, compensation and related benefits expenses increased<br> by $4,167,129 or 447.4%, as compared to the six months ended March 31, 2024. This increase<br> was primarily due to an increase of approximately $4,000,000 of stock-based compensation<br> with our CEO for services provided to the Company and an increase in his monthly salary and<br> guaranteed bonus effective January 1, 2025 resulting in approximately $13,000 of additional<br> compensation expense each month, and a $90,000 one-time bonus provide by the board in January<br> 2025 for 2024 services.
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·	Other<br> general and administrative expenses mainly consists<br> of OTC listing fees, office supplies, insurance expense, travel and entertainment expenses,<br> and other miscellaneous items. For the six months ended March 31, 2025, other general and<br> administrative expenses decreased by $8,864, or 21.3%, as compared to the six months ended<br> March 31, 2024. The decrease was mainly due to our efforts at stricter controls on corporate<br> expenditures.
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Loss from Operations

During the six months ended March 31, 2025, and 2024, the Company incurred a loss from operations of $5,273,470 and $2,052,476, respectively. This increase of $3,220,994 or 156.9% is primarily due to increased stock-based compensation with our CEO, offset by a decline in professional service fees and stock-based compensation with service providers.

Other Expenses,net

Other expense mainly includes interest expense related to our notes payable, and default penalties – late fees on a note payable.

Other expenses, net totaled $26,764 for the six months ended March 31, 2025, as compared to $71,006 for the six months ended March 31, 2025, a decrease of $44,242, or 62.3%, which was primarily attributable to the decrease in penalties of $60,000, since commencing on July 1, 2024, the monthly penalty of $10,000 for Mel Wentz’s note payable stopped being accrued as described elsewhere in this report, offset by an increase in interest expense of $9,932 due to a convertible note payable issued in September 2024 with a 10% interest and 8% interest accruing on accrued compensation and advances from related parties.

Net Loss

As a result of the factors described above, our net loss was $5,300,234, or ($0.23) per share (basic and diluted), for the six months ended March 31, 2025, as compared to $2,123,482, or ($0.11) per share (basic and diluted), for the six months ended March 31, 2024, an increase of $3,176,752, or 149.6%.

Liquidity andCapital Resources

We have a limited operating history and our continued growth is dependent upon obtaining additional financing to fund future obligations and pay liabilities arising from ordinary course business operations. In addition, the current cash balance cannot be projected to cover our operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital, implement our business plan, and generate sufficient revenues. There are no assurances that we will be successful in our efforts to generate sufficient revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. We plan to raise capital in the future through the sale of equity or debt to implement our business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to us on satisfactory terms and conditions, if at all.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations as they come due and otherwise operate on an ongoing basis. At March 31, 2025 and September 30, 2024, we had a cash balance of $641 and $373, respectively.

The following table sets forth a summary of changes in our working capital deficit from March 31, 2025 to December 31, 2024:

	March <br>31,			September 30,			Changes in
	2025			2024			Amount			Percentage
Working capital deficit:
Total current assets	$	8,055		$	21,678		$	(13,623	)		(62.8	)%
Total current liabilities		2,097,905			1,749,710			348,195			19.9	%
Working capital deficit	$	(2,089,850	)	$	(1,728,032	)	$	334,572			(42.9	)%

Our working capital deficit increased by $334,572 to $2,089,850 at March 31, 2025 from $1,728,032 at September 30, 2024. The increase in working capital deficit was primarily attributable to an increase in accrued compensation of $230,522 with our CEO and scientific advisors since we did not have sufficient working capital to pay the personnel’s compensation, an increase of $72,843 in advances received from these same individuals to fund our working capital needs, and $38,164 aggregate increase in accounts payable and accrued expenses and accrued interest.

Cash Flows forthe Six Months Ended March 31, 2025 Compared to the Six Months Ended March 31, 2024

The following summarizes the key components of our cash flows for the six months ended March 31, 2025 and 2024:

	Six Months Ended March 31,
	2025			2024
Net cash used in operating activities	$	(72,575	)	$	(870,000	)
Net cash provided by financing activities		72,843			834,569
Net increase (decrease) in cash	$	268		$	(35,431	)

Net cash flow used in operating activities for the six months ended March 31, 2025 was $72,575, which primarily reflected our consolidated net loss of approximately $5,300,000, offset by the non-cash item adjustments, primarily consisting of stock-based compensation and service expense of approximately $4,800,000 and the changes in operating assets and liabilities of $427,000, primarily consisting of an increase in accrued compensation of $368,000 and increase in accounts payable, accrued expenses and accrued interest of $38,000 due to our working capital constraints.

Net cash flow used in operating activities for the six months ended March 31, 2024 was $870,000, which primarily reflected our consolidated net loss of approximately $2,123,000, offset by the non-cash item adjustments, primarily consisting of late fee related to note payable of $60,000, and stock-based compensation and service expense of approximately $1,313,350, and cash outflows of approximately $127,000 to pay down accounts payable and accrued expense.

Net cash flow provided by financing activities was approximately $73,000 for the six months ended March 31, 2025, as compared to $835,000 for the six months ended March 31, 2024. During the six months ended March 31, 2025, our financing activities related to advances from related parties for working capital needs. During the six months ended March 31, 2024, we received proceeds from sale of common stock of approximately $827,000 and related party advances of approximately $8,000.

The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

●	an increase in working<br> capital requirements to finance our current business;
●	the use of capital for<br> acquisitions and the development of business opportunities; and
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●	the cost of being a public<br> company.
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In addition, the impact that the imposition of tariffs and changes to global trade policies could have on our results of operations is uncertain.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Off-Balance SheetArrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS

AND PROCEDURES.

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a simple system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized, and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

Changesin Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarterly period ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER

INFORMATION

ITEM 1. LEGAL

PROCEEDINGS.

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to any material legal proceedings, except as set forth below.

ITEM 1A. RISK

FACTORS.

Not applicable.

ITEM 2. UNREGISTERED

SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On March 31, 2025, the Company issued 250,000 shares of its common stock to Mr. Pawlak for services rendered during the three-month period ended March 31, 2025.

The offer, sale, and issuance of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The recipient of the securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and an appropriate legend was affixed to the securities issued in this transaction. The recipient was an accredited investor and had adequate access, through his employment to information about us.

ITEM 3. DEFAULTS

UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY

DISCLOSURES.

None.

ITEM 5. OTHER

INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit	Description
3.1	Florida Articles of Incorporation<br> (incorporated by reference to Exhibit 3.A to our Registration Statement on Form S-1, filed on May 4, 2020)
3.2	Nevada Articles of Incorporation<br> (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q, filed on July 20, 2021)
3.3	Certificate of Correction<br> to Nevada Articles of Incorporation (incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed on July<br> 20, 2021)
3.4	Bylaws (incorporated by<br> reference to Exhibit 3.B to our Registration Statement on Form S-1, filed on May 4, 2020)
10.1*	Exchange Agreement, by<br> and between the Company and Genvor Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February<br> 1, 2021)
10.2*	Agreement and Plan of Merger,<br> by and between the Company, Genvor Inc., and Genvor Acquisition Corp. (incorporated by reference to Exhibit 10.2 to our Annual Report<br> on Form 10-K filed on March 21, 2022)
10.3	Employment Agreement, by<br> and between Genvor Incorporated and Chad Pawlak, dated January 17, 2024 (incorporated by reference to Exhibit 10.1 to Current Report<br> on Form 8-K filed on January 23, 2024)
10.4	Employment Agreement, by<br> and between Genvor Incorporated and Judith S. Miller, dated January 17, 2024 (incorporated by reference to Exhibit 10.2 to Current<br> Report on Form 8-K filed on January 23, 2024)
10.5	Science Advisor Agreement,<br> by and between Genvor Incorporated and Jesse Jaynes, dated January 16, 2024 (incorporated by reference to Exhibit 10.3 to Current<br> Report on Form 8-K filed on January 23, 2024)
10.6	Science Advisor Agreement,<br> by and between Genvor Incorporated and Clayton Yates, dated January 16, 2024 (incorporated by reference to Exhibit 10.4 to Current<br> Report on Form 8-K filed on January 23, 2024)
10.7	Indemnification Agreement,<br> by and between Genvor Incorporated and Chad Pawlak, dated January 17, 2024 (incorporated by reference to Exhibit 10.5 to Current<br> Report on Form 8-K filed on January 23, 2024)
10.8	Indemnification Agreement,<br> by and between Genvor Incorporated and Judith S. Miller, dated January 17, 2024 (incorporated by reference to Exhibit 10.6 to Current<br> Report on Form 8-K filed on January 23, 2024)
10.9	Indemnification Agreement,<br> by and between Genvor Incorporated and Jesse Jaynes, dated January 17, 2024 (incorporated by reference to Exhibit 10.7 to Current<br> Report on Form 8-K filed on January 23, 2024)
10.10	Indemnification Agreement,<br> by and between Genvor Incorporated and Clayton Yates, dated January 17, 2024 (incorporated by reference to Exhibit 10.8 to Current<br> Report on Form 8-K filed on January 23, 2024)
31.1**	Certification of CEO required<br> by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley<br> Act of 2002
31.2**	Certification of CFO required<br> by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley<br> Act of 2002
32.1**	Certification of CEO pursuant<br> to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
32.2**	Certification of CFO pursuant<br> to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
101.INS***	Inline<br> XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within<br> the Inline XBRL document).
101.SCH***	Inline<br> XBRL Taxonomy Extension Schema Document.
101.CAL***	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF***	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB***	Inline<br> XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE***	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive<br> Data File (formatted as inline XBRL and contained in Exhibit 101).

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

** Filed herewith.

*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GENVOR INCORPORATED
Date: September 8, 2025	By:	/s/ Chad Pawlak
	Name:	Chad Pawlak
	Title:	Chief Executive Officer<br><br> <br>(Principal Executive Officer)
Date: September<br> 8, 2025	By:	/s/ Chad Pawlak
---	---	---
	Name:	Chad Pawlak
	Title:	Chief Financial Officer<br> (Principal Financial and Accounting Officer)

EXHIBITS 31.1

CERTIFICATION

I, Chad Pawlak, certify that:

1.	I have reviewed this quarterly<br> report on Form 10-Q of Genvor Incorporated;
2.	Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this<br> report;
3.	Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s<br> other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in<br> 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)<br> and 15d-15(f)) for the registrant and have:
a)	designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material<br> information relating to the registrant, is made known to us by others within those entities, particularly during the period in which<br> this report is being prepared;
---	---
b)	designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> 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<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s<br> other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions):
---	---
a)	all significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and
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b)	any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
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Date: September 8 , 2025	By:	/s/ Chad Pawlak
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		Name: Chad Pawlak<br><br> <br>Title: Chief Executive Officer (principal<br> executive officer)

EXHIBITS 31.2

CERTIFICATION

I, Chad Pawlak, certify that:

1.	I have reviewed this quarterly<br> report on Form 10-Q of Genvor Incorporated;
2.	Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this<br> report;
3.	Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s<br> other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in<br> 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)<br> and 15d-15(f)) for the registrant and have:
a)	designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material<br> information relating to the registrant, is made known to us by others within those entities, particularly during the period in which<br> this report is being prepared;
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b)	designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> 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<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s<br> other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions):
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a)	all significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and
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b)	any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
Date: September 8, 2025	By:	/s/ Chad Pawlak
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		Name: Chad Pawlak
		Title: Chief Financial Officer<br> (principal financial officer)

EXHIBITS 32.1

CERTIFICATIONSOF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION1350,

AS ADOPTED PURSUANTTO

SECTION 906 OFTHE 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 Quarterly Report on<br> Form 10-Q of the Company for the period ended March 31, 2024 (the “Report”) fully complies with the requirements of Section<br> 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<br> in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 8, 2025	By:	/s/ Chad Pawlak
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		Name: Chad Pawlak
		Title: Chief Executive Officer (Principal Executive Officer)

EXHIBITS 32.2

CERTIFICATIONSOF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION1350,

AS ADOPTED PURSUANTTO

SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002

I, Judith S. Miller, Interim 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 Quarterly Report on<br> Form 10-Q of the Company for the period ended March 31, 2024 (the “Report”) fully complies with the requirements of Section<br> 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<br> in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September<br> 8, 2025	By:	/s/ Chad Pawlak
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		Name: Chad Pawlak
		Title: Chief Financial<br> Officer (Principal Financial Officer)