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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

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

 

For the quarterly period ended June 30, 2023

 

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

 

For the transition period from ____________ to ____________

 

Commission File Number: 333-234815

 

GENVOR INCORPORATED
(Exact name of registrant as specified in its charter)

 

Nevada   83-2054746
(State or other jurisdiction of incorporation)   (IRS Employer Identification Number)

 

201 S. Elliott Road, Suite 538

Chapel Hill, North Carolina 27514

(Address of principal executive offices)

 

(984) 261-7338

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 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 such files). ☒ Yes ☐ No

 

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

 

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

 

As of August 11, 2023, the Company had 18,667,821 shares of common stock outstanding.

 

 

 

 

 

 

EXPLANATORY NOTE

 

Genvor Incorporate (the “Company”) is filing this Form 10-Q/A (“Form 10-Q/A” or this “Amendment”) to amend our Periodic Report on Form 10-Q for the period ended June 30, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2023 (“Original Report”), to restate our financial statements and related footnote disclosures as of and for the nine months ended June 30, 2023 (the “Affected Period”). This Form 10-Q/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-Q/A” below.

 

Restatement Background

 

The Company incorrectly recorded a liability for what it believed was an extension payment associated with its USDA CRADA research contract as of September 30, 2022. However, the Company was mistaken and there was no additional payment to extend the contract only the amount originally due which had already been recorded. The error resulted in the overstatement of the Company’s current liabilities by approximately $246,000 as of June 30, 2023.

 

Effects of Restatement

 

See Note 1 to the Notes to consolidated financial statements included in Part I, Item 1 of this Amendment for additional information on the restatement and the related financial statement effects.

 

Items Amended in this Form 10-Q/A

 

This Form 10-K/A presents the Original Report, amended and restated with modifications as necessary to reflect the restatements. The following items have been amended to reflect the restatement:

 

Part I, Item 1 – Financial Statements and Supplementary Data

 

Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A.

 

 
 

 

GENVOR INCORPORATED

INDEX

 

  Page
PART I. FINANCIAL INFORMATION  
   
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3. Quantitative and Qualitative Disclosures about Market Risks 7
Item 4. Controls and Procedures 7
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 8
Item 1A. Risk Factors 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Mine Safety Disclosures 8
Item 5. Other Information 8
Item 6. Exhibits 9
     
SIGNATURES 10

 

2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Genvor Incorporated

 

Index to Financial Statements

 

    Page
     
Condensed Consolidated Balance Sheets at June 30, 2023 and September 30, 2022 (unaudited)   F-1
     
Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023 and 2022 (unaudited)   F-2
     
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the nine months ended June 30, 2023 and 2022 (unaudited)   F-3
     
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 and 2022 (unaudited)   F-4
     
Notes to Condensed Consolidated Financial Statements (unaudited)   F-5

 

3

 

 

Genvor Incorporated

Condensed Consolidated Balance Sheets

(unaudited)

 

   June 30,   September 30, 
   2023   2022 
  

(as restated)

     
ASSETS          
Current assets:          
Cash  $100   $296,386 
Other current assets   1,500    2,000 
Total current assets   1,600    298,386 
           
Fixed assets, net   16,192    17,565 
           
Total assets  $17,792   $315,951 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Convertible notes payable  $1,179,500   $1,052,000 
Accounts payable and accrued expenses   133,958    270,179 
Due to related party   236,333    3,846 
SBA loan   48,750    48,750 
USDA CRADA liability   -    246,400 
Total current liabilities   1,598,541    1,621,174 
Non-current liabilities:          
Convertible notes payable, net of discounts   179,555    89,221 
Total non-current liabilities   179,555    89,221 
Total liabilities   1,778,096    1,710,395 
           
Commitments and contingencies (Note 6)          
           
Stockholders’ deficit:          
Preferred stock, $0.001 par value, 20,000,000 shares authorized          
Preferred stock - series A, 10 shares authorized, 9 and 9 shares issued and outstanding as of June 30, 2023 and September 30, 2022, respectively   -    - 
Preferred stock - series B, 2,500,000 shares authorized, 2,060,536 and 0 shares issued and outstanding as of June 30, 2023 and September 30, 2022, respectively   2,061    - 
Common stock, $0.001 par value, 300,000,000 shares authorized, 18,572,821 and 38,678,155 shares issued, issuable and outstanding as of June 30, 2023 and September 30, 2022, respectively   18,573    38,678 
Additional paid-in capital   14,876,859    14,608,815 
Accumulated deficit   (16,657,797)   (16,041,797)
Total stockholders’ deficit   (1,760,304)   (1,394,444)
           
Total liabilities and stockholders’ deficit  $17,792   $315,951 

 

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

 

F-1

 

 

Genvor Incorporated

Condensed Consolidated Statements of Operations

(unaudited)

 

   2023   2022   2023   2022 
   For the Three Months Ended   For the Nine Months Ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
           (as restated)     
Revenue  $-   $-   $-   $- 
                     
Operating expenses                    
Professional fees   59,762    45,170    125,424    132,928 
Payroll related expenses   37,500    37,500    112,500    180,725 
Research and development   -    -    -    109,248 
Stock-based compensation   -    502,875    -    3,712,500 
Depreciation expense   458    458    1,374    1,374 
Other general and administrative expenses   51,352    59,500    178,717    163,987 
Total operating expenses   149,072    645,503    418,015    4,300,762 
                     
Operating loss   (149,072)   (645,503)   (418,015)   (4,300,762)
                     
Other income (expense)                    
Interest expense   (5,846)   (12,240)   (17,511)   (73,242)
Loss on debt settlement   -    -    -    (5,000)
Penalties   (30,000)   (30,000)   (90,000)   (90,000)
Amortization of debt discount   (30,111)   -    (90,334)   - 
Total other income (expense)   (65,956)   (42,240)   (197,844)   (168,242)
                     
Net loss  $(215,029)  $(687,743)  $(615,860)  $(4,469,004)
                     
Basic and diluted net loss per common share  $(0.01)  $(0.02)  $(0.03)  $(0.15)
Basic and diluted weighted average common shares outstanding   18,502,546    36,439,887    19,800,317    30,506,420 

 

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 Nine Months Ended June 30, 2023 and 2022

(unaudited)

 

   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
   Series A   Series B           Additional   Accumu-     
   Preferred Stock   Preferred Stock   Common Stock   Paid-in   lated     
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balance, September 30, 2021   -   $-    -   $-    20,000,000   $2,000   $-   $(64,540)   (62,540)
Recapilitalization / RTO impact   -    -    -    -    -    18,000    8,546,798    (10,947,544)   (2,382,746)
Adjusted balance, beginning of period   -    -    -    -    20,000,000    20,000    8,546,798    (11,012,084)   (2,445,286)
Common stock issued for services   -    -    -    -    2,650,000    2,650    197,350    -    200,000 
Exercise of options   -    -    -    -    1,400,000    1,400    -         1,400 
Common stock issued for cash   -    -    -    -    1,475,020    1,475    736,035         737,510 
Net loss for the period ended December 31, 2021   -    -    -    -    -    -    -    (515,716)   (515,716)
Balance, December 31, 2021   -   $-    -   $-    25,525,020   $25,525   $9,480,183   $(11,527,800)  $(2,022,092)
Common stock issued for services   -    -    -    -    6,020,000    6,020    3,003,980    -    3,010,000 
Issuance of common stock for services   -    -    -    -    -    -    -    -    - 
Common stock issued for cash   -    -    -    -    280,000    280    139,720    -    140,000 
Common stock issued for debt conversion   -    -    -    -    688,675    689    336,884    -    337,573 
Payment for reverse capitalization   -    -    -    -    -    -    (150,000)   -    (150,000)
419 fund raising services   -    -    -    -    170,000    170    (170)   -    - 
Net loss for the period ended March 31, 2022   -    -    -    -    -    -    -    (3,265,545)   (3,265,545)
Balance, March 31, 2022   -   $-    -   $-    32,683,695   $32,684   $12,810,597   $(14,793,345)  $(1,950,064)
Founder shares issued                       1,855,888    1,856    (1,856)        - 
Common stock issued for services                       505,000    505    501,995         502,500 
Common stock issued for cash                       25,000    25    24,975        25,000
Common stock issued for settlement                       99,600    100    (100)        - 
Common stock issued to prior S-1 investors                       180,400    180    48,750         48,930 
Stock issued for debt conversion                       1,933,972    1,934    944,224         946,158 
Net loss for the period ended June 30, 2022   -    -    -    -    -    -    -    (687,743)   (687,743)
Balance, June 30, 2022   -   $-    -   $-    37,283,555   $37,284   $14,328,585   $(15,481,088)  $(1,115,219)
                                              
Balance, September 30, 2022   -   $-    -   $-    38,678,155   $38,678   $14,608,815   $(16,041,937)  $(1,394,444)
Conversion of common stock into Series B preferred stock   -    -    2,060,536    2,061    (20,605,334)   (20,605)   18,544    -    - 
Sale of common stock   -    -    -    -    300,000    300    149,700    -    150,000 
Net loss for the period ended December 31, 2022   -    -    -    -    -    -    -    (179,539)   (179,539)
Balance, December 31, 2022   -   $-    2,060,536   $2,061    18,372,821   $18,373   $14,777,059   $(16,221,476)  $(1,423,983)
Sale of common stock   -    -    -    -    50,000    50    12,450    -    12,500 
Net loss for the period ended March 31, 2023   -    -    -    -    -    -    -    (221,212)   (221,212)
Balance, March 31, 2023   -   $-    2,060,536   $2,061    18,422,821   $18,423   $14,789,509   $(16,442,688)  $(1,632,695)
Sale of common stock   -    -    -    -    125,000    125    74,875    -    75,000 
Conversion of note payable into common stock                       25,000    25    12,475    -    12,500 
Net loss for the period ended June 30, 2023   -    -    -    -    -    -    -    (215,029)   (215,029)
Balance, June 30, 2023   -   $-    2,060,536   $2,061   $18,572,821   $18,573   $14,876,859   $(16,657,797)  $(1,760,304)

 

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

 

F-3

 

 

Genvor Incorporated

Condensed Consolidated Statements of Cash Flow

For the Nine Months Ended June 30,

(unaudited)

 

   2023   2022 
   (as restated)     
Cash flows from operating activities:          
Net loss  $(615,860)  $(4,469,004)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation expense   1,374    1,374 
Stock-based compensation   -    3,712,500 
Late fee capitalized into notes payable   90,000    90,000 
Loss on debt settlement   -    5,000 
Common stock issued for interest expense   -    2,500 
Amortization of debt discount   90,334    10,911 
Changes in assets and liabilities:          
Prepaid expenses   -    3,393 
Other current assets   500    - 
Accounts payable and accrued expenses   96,266    (27,076)
USDA CRADA liability   (246,400   2,800 
Net cash used in operating activities   (583,786)   (667,602)
           
Cash flows from financing activities:          
Proceeds from notes payable   50,000    300,000 
Repayments of related party payable   -    (4,330)
Proceeds from sale of common stock   237,500    735,005 
Net cash provided by financing activities   287,500    1,030,675 
           
Net increase in cash   (296,286)   363,073 
           
Cash at beginning of period   296,386    72,315 
           
Cash at end of period  $100   $435,388 
           
Cash paid for interest  $-   $- 
Cash paid for taxes  $-   $- 
           
Non-cash investing and financing activities:          
Conversion of note payable into common stock  $12,500   $- 
Principal and interest settled through common stock issuance  $-   $1,135,946 
Accrued payroll settled through common stock issuance  $-   $125,750 
Right of use, lease asset and liability  $-   $13,480 
Prepaid costs for reverse capitalization recognized in additional paid-in capital  $-   $150,000 

 

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

 

F-4

 

 

GENVOR INCORPORATED

Notes to Condensed Consolidated Financial Statements

June 30, 2023

(unaudited)

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

On May 27, 2022, Genvor Incorporated, formerly known as Allure Worldwide, Inc. (the “Company” or “Genvor” or “we”), a Nevada corporation, Genvor Acquisition, Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Genvor Inc., a Delaware corporation (“Old Genvor”), completed their previously announced merger transaction pursuant to which the Company acquired Old Genvor (the “Acquisition”), and Old Genvor became a wholly-owned subsidiary of the Company. The Acquisition was completed pursuant to an Exchange Agreement, dated as of January 11, 2021 (the “Acquisition Agreement”), pursuant to which Old Genvor was to be acquired by the Company as its wholly owned subsidiary and each share of Old Genvor common stock would be exchanged for a share of the Company’s common stock, and a merger agreement, dated March 2, 2022 (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Old Genvor, with Old Genvor continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger, and each share of Old Genvor being converted into the right to receive a share of the Company (the “Merger”). After closing of the Merger, the Company was renamed “Genvor Incorporated”. Genvor develops plant-based defense technology designed to help farmers achieve global food security.

 

During May 2019, Old Genvor acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration as a wholly owned subsidiary. NBLLC was formed in the state of Delaware on December 28, 2018 (“inception”). The consolidated financial statements of the Company include the accounts of Genvor Incorporated, Old Genvor, and its wholly owned subsidiary NBLLC. Intercompany accounts and transactions have been eliminated upon consolidation.

 

Nature of Operations

 

The Company’s business plan is developing plant-based defense technology designed to help farmers achieve global food security. 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 effecting both animals and humans alike.

 

Basis of Presentation

 

The accompanying unaudited financial information as of and for the nine months ended June 30, 2023, and 2022 has been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the nine months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, as filed with the SEC.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“GAAP”) and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.

 

F-5
 

 

Liquidity and Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At June 30, 2023, the Company had an accumulated deficit of $16,657,797. For the nine months ended June 30, 2023, the Company recognized a net loss of $615,860 and had net cash used in operating activities of $583,786, with no revenues earned, and a lack of operational history. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

While the Company is attempting to generate revenues, 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 and generate revenues 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, 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 revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Restatement of Previously Issued Financial Statements

 

The Company has restated the accompanying consolidated financial statements for the September 30, 2022 and the three and nine months ended June 30, 2023, along with certain notes to such restated financial statements. The adjustments recorded were related to the correction of an error identified by management. The nature and impact of this adjustment on the Company’s previously issued financial statements is summarized as follows and the effects by impacted line items are detailed in the tables below. Impacted amounts and associated disclosures are restated within the accompanying notes to the financial statements.

 

The Company incorrectly recorded a liability for what it believed was an extension payment associated with its USDA CRADA research contract as of September 30, 2022. However, the Company was mistaken and there was no additional payment to extend the contract only the amount originally due which had already been recorded. The error resulted in the overstatement of the Company’s current liabilities and net loss by approximately $246,000.

 

The following tables summarize the effect of the restatement on each financial statement line items as of and for the nine months ended June 30, 2023.

SCHEDULE OF RESTATEMENT ON FINANCIAL STATEMENT 

   As previously       As 
   Reported   Adjustments   Restated 
Consolidated Balance Sheets as of June 30, 2023            
USA CRADA liability  $246,400   $(246,400)  $- 
Total current liabilities  $1,844,941   $(246,400)  $1,598,541 
Total liabilities  $2,024,496   $(246,400)  $1,778,096 
Accumulated deficit  $(16,904,197)  $246,400   $(16,657,797)
Total stockholders’ deficit  $(2,006,704)  $246,400   $(1,760,304)
Total liabilities and stockholders’ deficit  $17,792   $-   $17,792 
Consolidated Statement of Operations for the nine months ended June 30, 2023               
Other general and administrative expenses  $178,637   $80   $178,717 
Total operating expenses  $417,935   $80   $418,015 
Operating loss  $(417,935)  $(80)  $(418,015)
Net loss  $(615,780)  $(80)  $(615,860)
Basic and diluted net loss per common share  $(0.03)  $(0.00)  $(0.03)
Basic and diluted weighted average common shares outstanding  $19,800,317        $19,800,317 
Consolidated Statement of Cash flows for the nine months ended June 30, 2023               
Net loss  $(615,780)  $(80)  $(615,860)
USA CRADA liability  $-   $(246,400)  $(246,400)
Accounts payable and accrued expenses  $(150,214)  $246,480   $96,266 
Net cash used in operating activities  $(583,786)  $-   $(583,786)
Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended June 30, 2023               
Net loss  $(615,780)  $(80)  $(615,860)
Accumulated deficit  $(16,904,197)  $246,400   $(16,657,797)

 

F-6
 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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. Actual results could differ from those estimates.

 

Cash Flow Reporting

 

The Company follows Accounting Standards Codification (“ASC 230”), Statement of Cash Flows, for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of June 30, 2023, and September 30, 2022.

 

The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At June 30, 2023, and September 30, 2022, $0 and $46,386, respectively, the Company’s cash balances were in excess of federally insured limits.

 

Fixed Assets

 

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

 

Stock-Based Compensation

 

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation, and Certain Redeemable Financial Instruments. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

 

F-7
 

 

Fair Value of Financial Instruments

 

The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).

 

The hierarchy consists of three levels

 

  Level one — Quoted market prices in active markets for identical assets or liabilities;
  Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
  Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

 

Financial Instruments

 

The Company’s financial instruments include cash and cash equivalents, payables, and accrued interest and short-term and long-term notes payable and are accounted for under the provisions of ASC 825, Financial Instruments. The carrying amount of these financial instruments, as reflected in the accompanying consolidated balance sheet, approximates fair value.

 

Long-lived Assets

 

The Company’s long-lived assets and other assets (consisting of furniture, equipment and a patent) are reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment, and ASC 205, Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. 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 asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management, which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During the nine months ended June 30, 2023, and 2022, the Company had not experienced impairment losses on its long-lived assets.

 

Research and Development

 

The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional service costs associated with the development of the plant-based defense technology products. For the nine months ended June 30, 2023, and 2022, the Company had $0 and $109,248 in research and development expenses, respectively.

 

Patents

 

Any patent costs for internally developed patents will be expensed as incurred. Costs to maintain and defend patents are recorded as administrative expenses in the statement of operations.

 

Purchased patents are recorded at cost and reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment, and ASC 205, Presentation of Financial Statements.

 

Income Taxes

 

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.

 

F-8
 

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

 

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

 

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of June 30, 2023. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the nine months ended June 30, 2023.

 

Loss Per Share of Common Stock

 

Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The Company had total potential additional dilutive securities outstanding at June 30, 2023, and September 30, 2022, of 22,065,343 and 1,460,009, respectively.

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal years beginning after December 15, 2021. The Company is currently utilizing the guidance as applicable. There have been no material impacts on the Company’s financials.

 

Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

 

NOTE 3 – BORROWINGS

 

Commercial Loan

 

On April 9, 2020, the Company received a loan from the Small Business Administration pursuant to the Paycheck Protection Program (PPP) in the principal amount of $48,750. The note bears interest at a variable rate of approximately 1% and matured in April 2022; and it is currently in default. Forgiveness for the loan was applied for and is pending. The principal amount of the loan was based on the consulting agreement salary between Nexion Biosciences, Inc., organized in the state of Florida (NBFL) (a related party) and the CEO.

 

F-9
 

 

Notes Payable

 

From time to time, the Company’s subsidiary, Genvor Inc., enters into unsecured notes payable with individual investors. Only Noteholder E (below) has security in the form of a personal guarantee by the CEO and prior consultant (Note 6). The terms of these notes are listed below. Several of the notes are convertible into shares of the Company’s common stock as detailed in the following schedule.

 

                 Balance 
                 Convertible 
         Interest   Loan   into 
Noteholder  Origination  Maturity  Rate   Balance   Shares (c) 
Noteholder A (a)  2019  12/31/2021   0%  $217,000    N/A 
Noteholder B (a)  3/19/2019  4/29/2019   0%   540,000    N/A 
Noteholder C (a)  3/1/2019  2/29/2020   18%   32,500    N/A 
Noteholder D (d)  4/29/2019  unspecified   0%   300,000    30,000 
Noteholder E (a)  8/1/2019  8/31/2019   0%   37,500     N/A  
Noteholder F (a)(b)  2/27/2020  4/30/2020   0%   2,500    5,000 
Noteholder H  6/27/2022  6/27/2024   5%   300,000    1,000,000 
Noteholder I (c)  10/26/2022  12/31/2023   3%   50,000    400,000 
               1,479,500    1,435,000 
(d) Debt discount              (120,445)     
              $1,359,055      

 

(a) Past due at June 30, 2023
(b) Note is payable in a combination of $2,500 to $6,000 in cash and 5,000 to 15,000 share of common stock
(c) Convertible into common stock of the subsidiary, Genvor Inc.

 

The notes do not have default provisions except Noteholder B receives a default penalty of $10,000 each month the note goes unpaid.

 

Interest expense totaled $17,511 and $73,242, respectively, for the nine months ended June 30, 2023, and 2022, including default penalties. Late fees totaled $90,000 and $90,000, respectively, for the nine months ended June 30, 2023, and 2022.

 

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).

 

As of June 30, 2023, and September 30, 2022, there were 9 and 9 shares of Series A preferred stock issued and outstanding, respectively. The preferred stock was issued on August 16, 2022, as follows: Bradley White (former Chief Executive Officer and Director), 3 shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), 3 shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), 3 shares. See Note 7.

 

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.

 

F-10
 

 

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

 

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   3,800,112    380,012 
Jesse Michael Jaynes   4,767,611    476,762 
Bradley White (a)   1,225,000    122,500 
PJ Advisory Group   1,500,000    150,000 
Total   20,605,334    2,060,536 

 

(a)   Related party

 

The conversion of the common stock into the Series B was valued at par, respectively, offset to additional paid-in capital. The Series B is convertible into common stock into the original amount of common stock converted therefore there is no change in the amount of common stock outstanding on a fully diluted basis.

 

As of June 30, 2023, and September 30, 2022, there were 2,060,536 and 0 shares of Series B preferred stock issued and outstanding, respectively.

 

Common Stock

 

The authorized common stock of the Company consists of 300,000,000 shares with a $0.001 par value. All common stock shares are non-assessable and have one vote per share.

 

In connection with the Merger (see Note 1), the founding shareholders of the Company cancelled 18,144,112 shares of common stock, retaining 5%, or 1,855,888 shares of common stock, as of June 30, 2022. The cancellation is presented in the accompanying statements of changes in stockholders’ deficit within the line item “Retroactive application of recapitalization.”

 

Stock Issued for Cash

 

On November 17, 2022, the Company issued 300,000 shares of common stock to an investor for $150,000.

 

On May 3, 2023, the Company issued 100,000 shares of common stock to an investor for $50,000.

 

On May 12, 2023, the Company issued 15,000 shares of common stock to an investor for $15,000.

 

On May 29, 2023, the Company issued 10,000 shares of common stock to an investor for $10,000.

 

Other Stock Issuances

 

On June 14, 2023, the Company issued 25,000 shares of common stock related to the conversion of a note payable for $12,500.

 

NOTE 5 – FEDERAL INCOME TAX

 

As of June 30, 2023, and September 30, 2022, the Company has net operating loss carry forwards of $2,696,890 and $2,572,885, respectively, which may be available to reduce future years’ taxable income through 2043. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

 

F-11
 

 

The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2023 and 2022), as follows:

 

   June 30,   September 30, 
   2023   2022 
Tax benefit at the statutory rate  $(110,344)  $(204,559)
State income taxes, net of federal income tax benefit   (13,662)   (25,326)
Change in valuation allowance   124,006    229,885 
Total  $-   $- 

 

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

 

The tax years 2023 and 2022 remain open for examination by federal agencies and other jurisdictions in which it operates.

 

The tax effect of significant components of the Company’s deferred tax assets and liabilities at June 30, 2023, and September 30, 2022, are as follows:

 

   June 30,   September 30, 
   2023   2022 
Net operating loss carryforward  $2,696,890   $2,572,885 
Total gross deferred tax assets   2,696,890    2,572,885 
Less: Deferred tax asset valuation allowance   (2,696,890)   (2,572,885)
Total net deferred taxes  $-   $- 

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

 

Because of the historical earnings history of the Company, the net deferred tax assets for 2022 and 2021 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $2,696,890 and $2,572,885 as of June 30, 2023, and September 30, 2022, respectively.

 

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.

 

Subscription Agreement and Cash Held in Escrow

 

On February 20, 2019, the Company entered into a subscription escrow agreement (the “Trust Agreement”) with Branch Banking and Trust Company (“BB&T”). This Trust Agreement was established for the subscription agreement proceeds raised and escrowed pursuant to the Company’s prior Rule 419 S-1 offering. The balance held in trust at June 30, 2023 and September 30, 2022, totaled $19,705.

 

Upon completion of the Merger (see Notes 1 and 8), the Company issued 975,000 common stock shares to the investors in that prior S-1 offering during July 2022 and were released to the Company.

 

Consulting Agreements

 

During the nine months ended June 30, 2023, the Company paid the Company’s former CEO, Bradley White, $32,500 pursuant to a consulting agreement carried over from related party NBFL. The agreement provides for an annual salary of $150,000 which increases based on certain capital raise thresholds. On June 20, 2023, Mr. White was terminated as an officer of the Company. At June 30, 2023 and September 30, 2022, accrued payroll owed to the former CEO totaled $228,213 and $188,484, respectively, as presented in the accompanying consolidated balance sheets.

 

On July 24, 2020, the Company entered into a consulting agreement for business development activities, networking, negotiations, and strategic planning. The compensation pursuant to the agreement was $20,000 monthly.

 

F-12
 

 

Office Lease

 

The Company entered into a sublease agreement with the above consultant (providing business development assistance from 2019-2020) effective August 1, 2019, subject to the terms and conditions of the office lease held by the consultant at 15540 Quorum Drive #2624, Addison, Texas. On January 1, 2019, the Company adopted ASC 842 requiring this lease to be recorded as an asset and corresponding liability on its balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. A discount rate was not used in the determination of the right of use asset and liability since its effect would not be significant. The lease moved to a month-to-month basis beginning in September 2021 at $2,810 per month in addition to common area maintenance charges. During the nine months ended June 30, 2023, and 2022, we incurred $10,187 and $20,607, respectively, in office rental expense.

 

Research and Development Agreement

 

During September 2020, the Company assumed a Cooperative Research And Development Agreement (CRADA) with the United States Department of Agriculture (USDA), Agricultural Research Service (ARS). Under this agreement, the Company committed to funding the remaining amount due. As of June 30, 2023, and September 30, 2022, $246,400 and $246,400, respectively, remained outstanding and is presented in the accompanying consolidated balance sheets as USDA CRADA liability.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

Share Issuances to the Board of Directors

 

The Company issued Series A preferred stock on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), 3 shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), 3 shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), 3 shares. See Note 4.

 

NOTE 8 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet through the date of this filing and determined there were no events to disclose except the following.

 

On July 12, 2023, the Company sold 25,000 shares of common stock for $10,000 to an investor at a value of $0.40 per share.

 

On July 13, 2023, the Company sold 20,000 shares of common stock for $10,000 to an investor at a value of $0.50 per share.

 

On July 14, 2023, the Company sold 50,000 shares of common stock for $25,000 to an investor at a value of $0.50 per share.

 

On August 4, 2023, the Company executed into a promissory note with Jason Adams for $15,000.

 

On or about August 4, 2023, the Company’s former Chief Executive Officer, Bradley White, and LASB Family Trust presented conversion notices to the Company’s transfer agent to convert their shares of the Company’s Series B Preferred Stock into shares of Company common stock, and the Company objected to those conversions. Shares held by LASB Family Trust may be deemed to be beneficially owned by Mr. White.

 

F-13
 

 

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 should be read in conjunction with our financial statements and summary of selected financial data for Genvor Incorporated. Such discussion represents only the best present assessment from our Management.

 

Company Overview

 

Genvor Incorporated (the “Company”) 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 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 (“Genvor”) to acquire (the “Acquisition”) Genvor. On March 2, 2022, the Company and 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 Genvor, with each share of 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 Genvor, each share of 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 Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and 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 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 of Genvor, and the Company is developing plant-based defense technology designed to help farmers achieve global food security.

 

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 effecting both animals and humans alike. The Company’s technology is currently being advanced by the USDA in corn seed varieties and with U.S. Sugar in citrus trees.

 

The Company’s headquarters is located at 13155 Noel Road, Suite 900, Dallas, Texas, 75240.

 

The following Management Discussion and Analysis should be read in conjunction with the financial statements and accompanying notes included in this Form 10-Q.

 

Plan of Operation

 

The United States Food and Agriculture Organization reports that annual global crop losses due to plant pathogens and viruses are now estimated to exceed $100 billion. Alarming to the FDA are the fungi “Aspergillus Flavus,” which produce Aflatoxins, a toxic and carcinogenic compound known to cause liver cancer in humans and animals. Aspergillus Flavus is also the second leading cause of “aspergillosis” in humans. Patients infected with Aspergillus flavus often have reduced or compromised immune systems.

 

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The U.S. Food and Drug Administration estimates the annual cost of Aflatoxin contamination in the United States at approximately $500 million through two categories of loss: market rejection and animal health impacts. As a result, the United States Department of Agriculture (USDA) has imposed strict guidelines for crop inspection and discovery of diseased crops caused by Aflatoxins. Both planted fields and harvested crops that are found to be contaminated beyond permitted testing levels must be destroyed. As a result, farmers and growers can be exposed to catastrophic economic losses. This Aflatoxin problem has created a significant opportunity for agricultural companies who can develop the technology needed to defend against Aflatoxins.

 

The Company’s Solution

 

The Company’s technology is the only known solution that it is aware of, which it believes provides broad spectrum effectiveness against Aspergillus Flavus and Aflatoxins. This technology is deliverable by both bioengineered seed trait, as well as through biopesticide application.

 

Dr. Jaynes, one of Genvor’s founders, has been on a 30+ year quest to find a global crop solution for defense against Aflatoxins. As a result of successful testing and collaboration between Dr. Jaynes and the United States Department of Agriculture, Agriculture Research Service (USDA-ARS), the USDA-ARS awarded Genvor with a Cooperative Research & Development Agreement in August of 2018. The stated goal of this agreement is to develop and commercialize disease resistant and nutritionally enhanced corn seed varieties using Genvor’s seed trait technology.

 

Seed Traits

 

In the United States, the adoption of crop seeds with enhanced traits has been staggering. Currently, over 90 percent of U.S. corn, cotton and soybeans are produced using seeds with enhanced traits. Trait fees for these three crops alone represent over $2 billion annually based on an average trait fee of $13 per acre on approximately 170 million acres. U.S. corn crops alone account for roughly $1.2 billion of the estimated $2 billion.

 

Biopesticides

 

Biopesticides are one of the fastest-growing crop protection market sectors, increasing at twice the compound annual growth rate of the crop protection market as a whole. Primary drivers of this growth include a rising global demand for organic foods, the trend in the reduction of chemical residues, stricter import and supermarket standards, shorter pre-harvest intervals, a push for sustainability, and the demand for additional modes of action for managing resistance. The biopesticide market in north America alone is currently estimated to be over $4.8 billion annually.

 

Genvor’s technology is effective with corn seed and is believed by Genvor to be effective with many known crop types, and the technology may be delivered as a topical spray in the form of a biopesticide.

 

Reports to Security Holders

 

The Company is required to file reports pursuant to Section 15(d) of the Securities Exchange Act of 1934 and is required to furnish its stockholders with annual reports containing consolidated financial statements audited by its independent registered public accounting firm and to make available quarterly reports containing unaudited consolidated financial statements for each of the first three quarters of each fiscal year ending September 30th. The Company files Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission. The Company may also file additional documents with the Commission if those documents become necessary in the course of its operations.

 

Available Information

 

All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

 

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Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the three and nine months ended June 30, 2023, and 2022, and related management discussion herein.

 

Our financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).

 

Going Concern Qualification

 

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $16,657,797 from its inception to June 30, 2023, and requires capital for its contemplated operational and marketing activities to take place. 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.

 

For the Three Months Ended June 30, 2023, and 2022

 

Revenues

 

We did not earn any revenues during the three months ending June 30, 2023, and 2022.

 

Operating Loss

 

During the three months ending June 30, 2023, and 2022, the Company had an operating loss of $149,072 and $645,503, respectively. For the three months June 30, 2022, the primary expenses were stock-based compensation of $502,875. The decrease in operating loss was primarily due to decreases in stock-based compensation and other general administrative expenses during the three months ending June 30, 2023, as compared to the three months ending June 30, 2022.

 

Net Loss

 

The Company incurred a net loss of $215,029 and $687,743, respectively, during the three months ended June 30, 2023, and 2022, as a result of the decreasing operating loss described operating loss described previously.

 

For the Nine Months Ended June 30, 2023, and 2022

 

Revenues

 

We did not earn any revenues during the nine months ending June 30, 2023, and 2022.

 

Operating Loss

 

During the nine months ending June 30, 2023, and 2022, the Company had an operating loss of $418,015 and $4,300,762, respectively. For the nine months June 30, 2022, the primary expenses were stock-based compensation of $3,712,500. The decrease in operating loss was primarily due to decreases in payroll, stock-based compensation, and other general administrative expenses during the nine months ended June 30 2022.

 

Net Loss

 

The Company incurred a net loss of $615,860 and $4,469,004, respectively, during the nine months ended June 30, 2023, and 2022, as a result of the decreasing operating loss described previously.

 

6

 

 

Liquidity and Capital Resources

 

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.

 

Working Capital

 

Cash Flow

 

We fund our operations with cash received from advances from officers and related parties and issuances of equity or notes payable.

 

Cash Flows from Operating Activities

 

For the nine months ended June 30, 2023, as compared to the nine months ended March 31, 2022, cash used in operating expenses increased due to payments of contract payroll and accounts payable, as well as due to an increase in professional fees and research and development expenses.

 

Cash Flows from Investing Activities

 

For the nine months ended June 30, 2023, no cashflows were provided by or used in investing activities.

 

Cash Flows from Financing Activities

 

For the nine months ended June 30, 2023, cash was raised through the sale of common stock and proceeds from notes payable.

 

Off-Balance Sheet Arrangements

 

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.

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

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.

 

7

 

 

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 June 30, 2023, 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.

 

The Company is not a party to any significant pending legal proceedings other than as disclosed below, and no other such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

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

 

On May 3, 2023, the Company issued 100,000 shares of common stock to an investor for $50,000.

 

On May 12, 2023, the Company issued 15,000 shares of common stock to an investor for $15,000.

 

On May 29, 2023, the Company issued 10,000 shares of common stock to an investor for $10,000.

 

On June 14, 2023, the Company issued 25,000 shares of common stock related to the conversion of a note payable for $12,500.

 

The forgoing shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as there was no general solicitation and the transactions did not involve a public offering.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

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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)
     
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.

 

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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: January 16, 2024 By: /s/ Judith S. Miller
    Judith S. Miller
   

Interim Chief Executive Officer,

Interim Chief Financial Officer

 

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