UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-56589

GENVOR INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada		83-2054746
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1550 W Horizon Ridge Pkwy, Ste R #3040 Henderson, NV		89012
(Address of principal executive offices)		(Zip Code)

(715) 903-6473

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of the registrant’s shares of common stock outstanding was 29,634,608 as of July 31, 2025.

GENVOR INCORPORATED

FORM 10-Q

For the Quarterly Period Ended December 31, 2024

Table of Contents

		Page
Part I – Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets – At December 31, 2024 (Unaudited) and September 30, 2024		1
Condensed Consolidated Statements of Operations (Unaudited) – For the Three Months Ended December 31, 2024 and 2023		2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) — For the Three Months Ended December 31, 2024 and 2023		3
Condensed Consolidated Statements of Cash Flows (Unaudited) – For the Three Months Ended December 31, 2024 and 2023		5
Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		21
Item 4. Controls and Procedures		21

Part II – Other Information
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		22
Exhibit Index		22
Signatures		23

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	December 31,			September 30,
	2024			2024
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	581		$	373
Prepaid expense		12,024			21,305

Total Current Assets		12,605			21,678

NON-CURRENT ASSETS:
Property and equipment, net		13,444			13,902

Total Non-current Assets		13,444			13,902

Total Assets	$	26,049		$	35,580

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Convertible note payable, net	$	10,741		$	7,408
Notes payable		897,000			897,000
Interest payable		625			121
Accrued professional fees		262,543			253,264
Accrued research and development fees		258,080			194,656
Accrued payroll liability and compensation		301,425			282,846
Accrued liabilities and other payables - related parties		87,266			65,665
SBA loan		48,750			48,750

Total Current Liabilities		1,866,430			1,749,710

Total Liabilities		1,866,430			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 authorized; 6 shares issued and outstanding at December 31, 2024 and September 30, 2024		—			—
Series B Preferred Stock, 2,500,000 shares authorized; 2,060,536 shares issued and 1,558,024 shares outstanding at December 31, 2024 and September 30, 2024		2,061			2,061
Common stock, $0.001 par value; 300,000,000 shares authorized; 24,904,608 and 20,029,608 shares issued and outstanding at December 31, 2024 and September 30, 2024, respectively		24,905			20,030
Additional paid-in capital		24,038,169			19,168,044
Less: series B preferred stock held in treasury, at cost; 502,512 shares at December 31, 2024 and September 30, 2024		(300,000	)		(300,000	)
Accumulated deficit		(25,605,516	)		(20,604,265	)

Total Stockholders' Deficit		(1,840,381	)		(1,714,130	)

Total Liabilities and Stockholders' Deficit	$	26,049		$	35,580

See accompanying notes to the condensed consolidated financial statements.

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		For the Three Months Ended
		December 31,
		2024		2023

REVENUE	$	-	$	-

OPERATING EXPENSES:
Research and development		63,424		27,031
Advertising and marketing		3,758		17,682
Professional fees		11,618		661,649
Compensation and related benefits		4,909,204		583,500
Other general and administrative		9,410		15,214

Total Operating Expenses		4,997,414		1,305,076

LOSS FROM OPERATIONS		(4,997,414)		(1,305,076)

OTHER EXPENSE
Interest expense		(3,837)		(16,351)
Penalties		-		(30,000)

Total Other Expense		(3,837)		(46,351)

LOSS BEFORE INCOME TAXES		(5,001,251)		(1,351,427)

INCOME TAXES		-		-

NET LOSS	$	(5,001,251)	$	(1,351,427)

NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.24)	$	(0.07)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		20,665,478		19,417,421

See accompanying notes to the condensed consolidated financial statements.

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Three Months Ended December 31, 2024

(Unaudited)


	Series A		Series B					Treasury Stock
	Preferred Stock		Preferred Stock		Common Stock			Series B Preferred Stock
	Number		Number		Number		Additional	Number			Total
	of		of		of		Paid-in	of		Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Shares	Amount	Deficit	Deficit

Balance, October 1, 2024	6	$ -	2,060,536	$ 2,061	20,029,608	$ 20,030	$ 19,168,044	(502,512)	$ (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 for the the three months ended December 31, 2024	-	-	-	-	-	-	-	-	-	(5,001,251)	(5,001,251)

Balance, December 31, 2024	6	$ -	2,060,536	$ 2,061	24,904,608	$ 24,905	$ 24,038,169	(502,512)	$ (300,000)	$ (25,605,516)	$ (1,840,381)

See accompanying notes to the condensed consolidated financial statements.

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Three Months Ended December 31, 2023

(Unaudited)


	Series A		Series B					Treasury Stock
	Preferred Stock		Preferred Stock		Common Stock			Series B Preferred Stock
	Number		Number		Number		Additional	Number			Total
	of		of		of		Paid-in	of		Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Shares	Amount	Deficit	Deficit

Balance, October 1, 2023	6	$ -	2,060,536	$ 2,061	19,061,936	$ 19,062	$ 16,293,188	(502,512)	$ (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	-	-	-	-	110,000	110	(110)	-	-	-	-

Issuance of warrants for services	-	-	-	-	-	-	907,100	-	-	-	907,100

Issuance of warrants for conversion of note payable	-	-	-	-	-	-	329,418	-	-	-	329,418

Issuance of common stock for conversion of note payable	-	-	-	-	40,000	40	48,023	-	-	-	48,063

Net loss for the the three months ended December 31, 2023	-	-	-	-	-	-	-	-	-	(1,351,427)	(1,351,427)

Balance, December 31, 2023	6	-	2,060,536	$ 2,061	19,835,536	$ 19,836	$ 18,155,595	(502,512)	$ (300,000)	$ (19,070,734)	$ (1,193,242)

See accompanying notes to the condensed consolidated financial statements.

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended
	December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,001,251	)	$	(1,351,427	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		458			458
Late fee related to note payable		—			30,000
Amortization of debt discount		3,333			—
Stock-based compensation and service expense		4,737,500			907,100
Changes in operating assets and liabilities:
Prepaid expense		9,281			4,475
Interest payable		504			—
Accrued professional fees		9,279			(26,440	)
Accrued research and development fees		63,424			—
Accrued payroll liability and compensation		156,079			—
Accrued liabilities and other payables - related parties		19,951			20,515
NET CASH USED IN OPERATING ACTIVITIES		(1,442	)		(415,319	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		—			578,600
Proceeds from related party’s borrowings		1,650			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,650			578,600
NET INCREASE IN CASH		208			163,281
CASH - beginning of period		373			44,354
CASH - end of period	$	581		$	207,635
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	—		$	—
Income taxes	$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of notes payable into warrants	$	—		$	300,000
Conversion of note payable into common stock	$	—		$	48,063
Common stock issued for accrued liabilities	$	137,500		$	—

See accompanying notes to the condensed consolidated financial statements.

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.

Business Plan 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.

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.

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)

Competitive Advantage

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.

Technical Formulation 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.

Basis of Presentation and 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 and Going 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 December 31, 2024, the Company had cash of $581.

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. As reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of approximately $1,854,000 at December 31, 2024 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $5,001,000 and $1,000 for the three months ended December 31, 2024, respectively, 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.

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)

Liquidity and Going Concern (continued)

While the Company is currently developing its products and technologies, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of additional public and/or private offerings of its stock. Management believes that the actions presently being taken to further implement its business plan, develop its products and technologies, and generate revenues should provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds in the future, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate cash flows from financing activities or operating activities.

The 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of 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 months ended December 31, 2024 and 2023 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.

Cash and 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 December 31, 2024 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 December 31, 2024, the Company’s cash balances were not in excess of the federally-insured limits.

Research and Development

Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $63,424 and $27,031 in the three months ended December 31, 2024 and 2023, respectively.

Advertising and Marketing Costs

All costs related to advertising and marketing are expensed as incurred. For the three months ended December 31, 2024 and 2023, advertising and marketing costs amounted to $3,758 and $17,682, respectively.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments 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.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Stock-based Compensation

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.

Per Share 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. For the three months ended December 31, 2024 and 2023, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible preferred stock and convertible notes (using the if-converted method) and exercise of common stock warrants (using the treasury stock method). 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.

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:

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Per Share Data (continued)

Schedule of antidilutive shares
	Three Months Ended December 31,
	2024		2023
Warrants to purchase common stock		3,650,000		3,570,000
Series A convertible preferred stock		6		6
Series B convertible preferred stock		15,580,223		15,580,223
Convertible notes ^(*)		20,000		134,000
Potentially dilutive securities		19,250,229		19,284,229

(*)

Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $1.00 per share for the three months ended December 31, 2024. Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $1.49 per share for the three months ended December 31, 2023.

Commitments and Contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Segment Reporting

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 three months ended December 31, 2024 and 2023, 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 Accounting Standards

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 impacts 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.

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.

NOTE 3 – BORROWINGS

Convertible Note 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. 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 so 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 as of December 31, 2024 and September 30, 2024 was as follows:

Schedule of convertible note payable
	December 31, 2024			September 30, 2024
Principal amount	$	20,000		$	20,000
Less: unamortized debt discount		(9,259	)		(12,592	)
Convertible note payable, net	$	10,741		$	7,408

For the three months ended December 31, 2024, amortization of debt discount related to this convertible note payable amounted to $3,333, which have been included in interest expense on the accompanying condensed consolidated statements of operations.

Notes Payable

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

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

These notes are past due and amounts owed are in dispute at both December 31, 2024 and September 30, 2024.

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 receives a default penalty of $10,000 each month and the note goes unpaid. The Company is currently disputing amount claimed by Mel Wentz under state usury laws (see Note 6). On July 14, 2025, the Company received a letter from a third party legal counsel which states the loan agreement appears to be invalid under Texas usury laws. Therefore, commencing on July 1, 2024, the monthly penalty of $10,000 is not accrued any more.

Interest expense related to borrowings totaled $3,837 and $16,351 for the three months ended December 31, 2024 and 2023, respectively. Default penalties - late fees related to Mel Wentz’s note payable totaled $30,000 for the three months ended December 31, 2023. These late fees are in dispute and have been included in note payable on the accompanying condensed consolidated balance sheets.

NOTE 3 – BORROWINGS (continued)

Commercial Loan

On April 9, 2020, the Company received a loan from the Small Business Administration pursuant to the Paycheck Protection Program (“PPP”) in the principal amount of $48,750. The note bears interest at a variable rate of approximately 1% and matured in April 2022. The Company applied for loan forgiveness, and the Company is waiting on confirmation that the loan has been forgiven.

NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a $0.001 par value.

Series A Preferred Stock

On August 10, 2022, the Company designated 10 shares of its preferred stock as Series A Preferred Stock (“Series A”). Each share of Series A entitles the holder to ten million (10,000,000) votes on all matters submitted to a vote of the stockholders of the Corporation. When and as any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to participate in such dividend or distribution. Each Series A share is convertible, at the option of the holder, into one share of fully paid and non-assessable common stock. Upon any liquidation, dissolution, or winding-up of the Company, the Series A holders are entitled to receive out the assets of the Company, for each share of Series A, an amount equal to par value before any distribution or payment shall be made to the holder of any junior securities (including common stock and all other equity or equity equivalent securities of the Company).

The preferred stock was issued on August 16, 2022, as follows: Bradley White (former CEO), 3 shares; Dr. Clayton Yates, 3 shares; and Dr. Jesse Jaynes, 3 shares.

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

As of both December 31, 2024 and September 30, 2024, there were 6 shares of Series A preferred stock issued and outstanding.

Series B Preferred Stock

On October 19, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series B Preferred Stock (“Series B”). The designation authorized 2,500,000 shares of Series B. Each share of Series B shall have 10 votes on all matters submitted to a vote of the stockholders of the Company. Each share of Series B is convertible into 10 shares of common stock of the Company.

On October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to modify the common shares outstanding to reduce the outstanding common stock issued by the Company, as follows:


Name	Common Shares Exchanged		Series B Issued
Jaynes Investment LLC ^(*)		2,000,000		200,000
ACT Holdings LLC ^(*)		7,312,612		731,262
LASB Family Trust ^(*)		3,800,111		380,012
Jesse Michael Jaynes ^(*)		4,767,611		476,762
Bradley White ^(*)		1,225,000		122,500
PJ Advisory Group		1,500,000		150,000
Total		20,605,334		2,060,536

(*)	Related parties

On September 28, 2023, Mr. White 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.

There were 2,060,536 issued and 1,558,024 outstanding as of both December 31, 2024 and September 30, 2024.

NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)

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.

Common Stock Issued for Services

During the three months ended December 31, 2024, the Company issued 4,875,000 shares of its common stock to its chief executive officer for services rendered. These shares were valued at $4,875,000, the fair market value on the grant date using the latest third-party sale of common stock share price on the date of grant, and the Company recorded stock-based compensation expense of $4,737,500 for the three months ended December 31, 2024 and reduced accrued payroll liability and compensation of $137,500.

Warrants (Except Pre-Funded Warrants)

The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2024:


	Warrants Outstanding					Warrants Exercisable
	Exercise Price	Number Outstanding at December 31, 2024	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Number Exercisable at December 31, 2024		Weighted Average Exercise Price
$	0.001	2,302,900	0.24	$	0.001	2,302,900	$	0.001
	0.001	1,307,100	0.47		0.001	1,307,100		0.001
$	0.001	3,610,000	0.32	$	0.001	3,610,000	$	0.001

Stock warrant (except Pre-Fund Warrants) activity for the three months ended December 31, 2024 was as follows:

Schedule of stock warrant activity
	Number of Warrants		Weighted Average Exercise Price
Outstanding at October 1, 2024	3,610,000	$	0.001
Granted	–		–
Outstanding at December 31, 2024	3,610,000	$	0.001
Warrants exercisable at December 31, 2024	3,610,000	$	0.001

There is no “established trading market” for shares of the Company’s common stock at December 31, 2024. Therefore, the aggregate intrinsic values for both the stock warrants outstanding and stock warrants exercisable at December 31, 2024 are not available.

Pre-Funded Warrants

As of December 31, 2024, there were 40,000 pre-funded warrants outstanding with an exercise price of $0.01 per share. The 40,000 pre-funded warrants are exercisable at September 9, 2025 and until the Pre-Funded Warrants are exercised in full. There was no activity related to pre-funded warrants during the three months ended December 31, 2024.

NOTE 5 – RELATED PARTY TRANSACTIONS

Accrued Liabilities and Other Payables — Related Parties

As of December 31, 2024 and September 30, 2024, the Company owed Chad Pawlak, its CEO, $15,206 and $11,416, respectively, for travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets.

As of December 31, 2024 and September 30, 2024, the Company owed Clayton Yates, its scientific advisor and director, $10,136 and $0, respectively, for travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets.

As of December 31, 2024 and September 30, 2024, the Company owed Jesse Jaynes, its Chief Scientific Officer and director, $7,675 and $0, respectively, for travel and other miscellaneous reimbursements and working capital borrowings, which have been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets.

All amounts due to Chad Pawlak, Clayton Yates, and Jesse Jaynes bear a fixed interest rate of 8.0% per annum and are short-term in nature, unsecured and repayable on demand.

As of both December 31, 2024 and September 30, 2024, the Company owed Judith Miller, its former chief business officer and interim chief financial officer, $403 for miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets.

On September 28, 2023, the Company entered into a settlement agreement with Bradley White, 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 of the following: 3 shares of Series A preferred stock and 502,512 shares of Series B preferred stock. As of both December 31, 2024 and September 30, 2024, the Company still owed Bradley White $50,000, which have been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets. The outstanding balance of $50,000 was fully paid in subsequent period.

As of both December 31, 2024 and September 30, 2024, the Company owed Robert Bubeck, its former CEO, $3,846 for expenses paid by Robert on behalf of the Company, which have been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets.

All amounts due to Judith Miller, Bradley White, and Robert Bubeck are short-term in nature, non-interest bearing, unsecured and repayable on demand.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to any material legal proceedings, except as set forth below.

The Company is currently disputing amount claimed by 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.

NOTE 6 – COMMITMENTS AND CONTINGENCIES (continued)

Litigation (continued)

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.

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 Stock Sold for Cash

During the period from January 1, 2025 through July 31, 2025, the Company sold an aggregate of 1,880,000 shares of its common stock at a price of $0.25 per share to investors and received proceeds of $470,000.

Common Stock Issued for Services

During the period from January 1, 2025 through July 31, 2025, the Company issued a total of 600,000 shares of its common stock for services rendered, including 500,000 shares to related parties of the Company.

Common Stock Issued for Debt Conversion

In April and May 2025, the Company issued 120,000 shares of its common stock upon the conversion of outstanding payable balances of $43,902.

In May 2025, Brent Lilienthal converted its note in the principal amount of $217,000 into 120,000 shares of common stock of the Company (see Note 3).

Common Stock Issued for Debt Conversion – Related Parties

In May 2025, the Company issued 1,300,000 shares of its common stock upon the conversion of three related parties’ outstanding payable balances of $325,000.

Common Stock Issued for Warrant Exercise

In April 2025, the Company issued 500,000 shares of its common stock upon exercise of warrants.

Issuance of Subscribed Common Stock

In June 2025, the Company issued 210,000 shares of its common stock for shares subscribed.

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 months ended December 31, 2024 and 2023 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.

Strategic Collaboration 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

These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company requires capital for its contemplated operational and marketing activities to take place. As reflected in the accompanying condensed consolidated financial statements, the Company had working capital deficit of approximately $1,854,000 at December 31, 2024 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $5,001,000 and $1,000 for the three months ended December 31, 2024, respectively.

The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

Critical Accounting 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.

Income Taxes

Income taxes are accounted for pursuant to ASC 740 “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they related to income taxes levied by the same taxation authority and we intend to settle its current tax assets and liabilities on a net basis.

Stock-based Compensation

Recent Accounting 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

Comparison of Results of Operations for the Three Months Ended December 31, 2024 and 2023

Revenues

We did not earn any revenues during the three months ended December 31, 2024 and 2023.

Operating Expenses

For the three months ended December 31, 2024 and 2023, operating expenses consisted of the following:

	Three Months Ended December 31,
	2024		2023
Research and development expenses	$	63,424	$	27,031
Advertising and marketing expenses		3,758		17,682
Professional fees		11,618		661,649
Compensation and related benefits		4,909,204		583,500
Other general and administrative		9,410		15,214
	$	4,997,414	$	1,305,076

For the three months ended December 31, 2024, research and development expenses increased by $36,393, or 134.6%, as compared to the three months ended December 31, 2023. The increase was primarily due to increased research projects in the three months ended December 31, 2024. We expect that our research and development expenses will increase in the near future since we gave a raise to our key research personnel which is effective January 1, 2025.

For the three months ended December 31, 2024, advertising and marketing expenses decreased by $13,924, or 78.7%, as compared to the three months ended December 31, 2023. The decrease was primarily due to decreased advertising activities in the three months ended December 31, 2024. We expect that our advertising and marketing expenses will likely remain at its current quarterly level with minimal increase in the near future.

Professional fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges, and other fees. For the three months ended December 31, 2024, professional fees decreased by $650,031 or 98.2% as compared to the three months ended December 31, 2023, which was primarily attributable to a decrease in legal service fees of approximately $43,000, mainly due to the decrease in use of legal service providers, a decrease in consulting service fees of approximately $303,000, primarily due to the decrease in stock-based compensation of approximately $307,000, which reflected the value of warrants granted and vested in the three months ended December 31, 2023, a decrease in accounting fees of approximately $152,000 mainly due to the decrease in stock-based compensation of $100,000, which reflected the value of warrants granted and vested in the three months ended December 31, 2023, and a decrease in other miscellaneous items of approximately $152,000 resulting from the decrease in use of professional service providers. We expect that our professional fees will increase in the near future.

For the three months ended December 31, 2024, compensation and related benefits expenses increased by $4,325,704, or 741.3%, as compared to the three months ended December 31, 2023. The significant increase was primarily attributable to an increase in stock-based compensation of $4,238,000, which reflected the value of common stock vested to our management in the three months ended December 31, 2024, and an increase in cash compensation of approximately $88,000 due to the increased personnel. We expect that our compensation and related benefits expenses will decrease in the near future as stock-based compensation is expected to decrease.

Other general and administrative expenses mainly consisted of OTC listing fees, office supplies, travel and entertainment expenses, and other miscellaneous items. For the three months ended December 31, 2024, other general and administrative expenses decreased by $5,804, or 38.1%, as compared to the three months ended December 31, 2023. The decrease was mainly due to our efforts at stricter controls on corporate expenditures.

Loss from Operations

As a result of the foregoing, for the three months ended December 31, 2024, loss from operations amounted to $4,997,414, as compared to $1,305,076 for the three months ended December 31, 2023, representing an increase of $3,692,338, or 282.9%.

Other Expense

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

Other expense totaled $3,837 for the three months ended December 31, 2024, as compared to $46,351 for the three months ended December 31, 2023, a decrease of $42,514, or 91.7%, which was attributable to the decrease in interest expense of approximately $13,000, which was mainly driven by the decrease in outstanding notes payable, and the decrease in default penalties – late fees of $30,000 since commencing on July 1, 2024, the monthly penalty of $10,000 for Mel Wentz’s note payable is not accrued any more as described elsewhere in this report.

Income Taxes

We did not have any income taxes expense for the three months ended December 31, 2024 and 2023 since we incurred losses in these periods.

Net Loss

As a result of the factors described above, our net loss was $5,001,251, or $0.24 per share (basic and diluted), for the three months ended December 31, 2024, as compared to $1,351,427, or $0.07 per share (basic and diluted), for the three months ended December 31, 2023, an increase of $3,649,824, or 270.1%.

Liquidity and Capital 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 December 31, 2024 and September 30, 2024, we had a cash balance of $581 and $373, respectively.

The following table sets forth a summary of changes in our working capital deficit from September 30, 2024 to December 31, 2024:

	December 31,			September 30,			Changes in
	2024			2024			Amount			Percentage
Working capital deficit:
Total current assets	$	12,605		$	21,678		$	(9,073	)		(41.9	)%
Total current liabilities		1,866,430			1,749,710			116,720			6.7	%
Working capital deficit	$	(1,853,825	)	$	(1,728,032	)	$	(125,793	)		7.3	%

Our working capital deficit increased by $125,793 to $1,853,825 at December 31, 2024 from $1,728,032 at September 30, 2024. The increase in working capital deficit was primarily attributable to an increase in accrued research and development fees of approximately $63,000 since we did not have fund to pay our research and development personnel’s compensation in the three months ended December 31, 2024, an increase in accrued payroll liability and compensation of approximately $19,000, and an increase in accrued liabilities and other payables – related parties of approximately $22,000.

Cash Flows for the Three Months Ended December 31, 2024 Compared to the Three Months Ended December 31, 2023

The following summarizes the key components of our cash flows for the three months ended December 31, 2024 and 2023:

	Three Months Ended December 31,
	2024			2023
Net cash used in operating activities	$	(1,442	)	$	(415,319	)
Net cash provided by financing activities		1,650			578,600
Net increase in cash	$	208		$	163,281

Net cash flow used in operating activities for the three months ended December 31, 2024 was $1,442, which primarily reflected our consolidated net loss of approximately $5,001,000, offset by the changes in operating assets and liabilities, primarily consisting of an increase in accrued research and development fees of approximately $63,000 since we did not have fund to pay our research and development personnel’s compensation in the three months ended December 31, 2024, an increase in accrued payroll liability and compensation of approximately $156,000, which was primarily attributable to we hired a full time CEO in January 2024 and his salary was accrued and unpaid commencing May 1, 2024, and an increase in accrued liabilities and other payables – related parties of approximately $20,000 and the non-cash item adjustments, primarily consisting of stock-based compensation and service expense of approximately $4,738,000, which was attributable to the value of our common stock vested in the three months ended December 31, 2024.

Net cash flow used in operating activities for the three months ended December 31, 2023 was $415,319, which primarily reflected our consolidated net loss of approximately $1,351,000, offset by the non-cash item adjustments, primarily consisting of late fee related to note payable of $30,000, and stock-based compensation and service expense of approximately $907,000, which was attributable to the value of warrants granted and vested in the three months ended December 31, 2023.

Net cash flow provided by financing activities was $1,650 for the three months ended December 31, 2024, as compared to $578,600 for the three months ended December 31, 2023. During the three months ended December 31, 2024, we received proceeds from related party’s borrowings of approximately $2,000. During the three months ended December 31, 2023, we received proceeds from sale of common stock of approximately $579,000.

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 capital requirements to finance our current business;

●

the use of capital for acquisitions and the development of business opportunities; and

●

the cost of being a public company.

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.

Inflation

The effect of inflation on our operating results was not significant for the three months ended December 31, 2024 and 2023.

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

Evaluation of Disclosure 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.

Changes in 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 quarter ended December 31, 2024, 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

As a smaller reporting company, disclosure under this item is not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 20, 2024, the Company issued 4,875,000 shares of its common stock to Mr. Pawlak for services rendered. The shares were valued at $4,875,000, the fair market value on the grant date using the latest third-party sale of common stock share price on the date of grant, and the Company recorded stock-based compensation expense of $4,737,500 for the three months ended December 31, 2024 and reduced accrued payroll liability and compensation of $137,500.

The offers, sales, and issuances 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 transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit		Description

3.1		Florida Articles of Incorporation (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 (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 to Nevada Articles of Incorporation (incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed on July 20, 2021)

3.4		Bylaws (incorporated by reference to Exhibit 3.B to our Registration Statement on Form S-1, filed on May 4, 2020)

10.1*		Exchange Agreement, by 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 1, 2021)

10.2*		Agreement and Plan of Merger, by and between the Company, Genvor Inc., and Genvor Acquisition Corp. (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed on March 21, 2022)

10.3		Employment Agreement, by and between Genvor Incorporated and Chad Pawlak, dated January 17, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 23, 2024)

10.4		Employment Agreement, by and between Genvor Incorporated and Judith S. Miller, dated January 17, 2024 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on January 23, 2024)

10.5		Science Advisor Agreement, by and between Genvor Incorporated and Jesse Jaynes, dated January 16, 2024 (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on January 23, 2024)

10.6		Science Advisor Agreement, by and between Genvor Incorporated and Clayton Yates, dated January 16, 2024 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on January 23, 2024)

10.7		Indemnification Agreement, by and between Genvor Incorporated and Chad Pawlak, dated January 17, 2024 (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on January 23, 2024)

10.8		Indemnification Agreement, by and between Genvor Incorporated and Judith S. Miller, dated January 17, 2024 (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed on January 23, 2024)

10.9		Indemnification Agreement, by and between Genvor Incorporated and Jesse Jaynes, dated January 17, 2024 (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed on January 23, 2024)

10.10		Indemnification Agreement, by and between Genvor Incorporated and Clayton Yates, dated January 17, 2024 (incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed on January 23, 2024)

31.1**		Certification of CEO required 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 Act of 2002

31.2**		Certification of CFO required 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 Act of 2002

32.1**		Certification of CEO pursuant 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 to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101.INS***		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH***		Inline XBRL Taxonomy Extension Schema Document.

101.CAL***		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF***		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB***		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE***		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive 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 hereunto duly authorized.


	GENVOR INCORPORATED



	By: /s/ Chad Pawlak
Dated: August 15, 2025	Name: Chad Pawlak
	Title: Chief Executive Officer
	(Principal Executive Officer)

	By: /s/ Chad Pawlak
Dated: August 15, 2025	Name: Chad Pawlak
	Title: Chief Financial Officer
	(Principal Financial and Accounting Officer)