U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Mark One

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

For the fiscal year ended: September 30, ~~2023~~2024

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

For the transition period from _________ to _________

Commission File No. 000-56589

GENVOR INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada

83-2054746

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification Number)

~~201 S.~~1550 ~~Elliott~~W ~~Road~~Horizon Ridge Pkwy, ~~Suite~~Ste ~~538~~R #3040

~~Chapel Hill~~Henderson, ~~North~~NV ~~Carolina 27514~~89012

(~~984~~715) ~~261~~ 903-~~7338~~6473

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ ☐ No ☐☒

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

On March 3129, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant had an undetermined value as the registrant’s common stock ~~was~~is not ~~trading~~eligible for onproprietary ~~any~~broker-dealer ~~exchange,~~quotations ~~nor~~although it was itpreviously quoted for trading on the OTC Link ATS, orand ~~any~~trading ~~other~~data ~~over-the-counter~~is not ~~market~~available oron ~~alternative trading system~~otcmarkets.com.

The number of the registrant’s shares of common stock ~~issued, issuable and~~ outstanding was 1929,~~623~~634,~~536~~ 608 as of ~~January~~July 1531, ~~2024~~2025.

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Business	4
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	13
Item 1C.	Cybersecurity	13
Item 2.	Properties	13
Item 3.	Legal Proceedings	1314
Item 4.	Mine Safety Disclosures	1314
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1314
Item 6.	~~Selected Financial Data~~[Reserved]	1617
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	1617
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2722
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2823
Item 9A.	Controls and Procedures	2823
Item 9B.	Other Information	3024
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	24
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	3025
Item 11.	Executive Compensation	3430
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3533
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3734
Item 14.	Principal Accounting Fees and Services	3735
PART IV.
Item 15.	Exhibits~~, Financial Statement Schedules~~	3836
	Signatures	39
Item 16.	Form 10-K Summary	37
	Signatures	38
	Exhibits

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K 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-K. 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 for Genvor Incorporated. Such discussion represents only the best present assessment from our Management.

PART I

Item 1: ~~Description of~~ Business

Genvor Incorporated (the “Company” or “Genvor”) 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 (“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 (“Merger Subsidiary”), ~~would~~ ~~merge~~merged (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 Acquisition, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.

~~As a~~Business ~~result~~Overview ~~of the Acquisition, the Company’s business plan is for Genvor to continue its research~~ and ~~development~~Strategic into sustainable plant health solutions for future commercialization, leveraging its proprietary library of patented peptides, to provide crops with anti-pathogen and enhanced nutritional properties to help farmers globally to overcome potentially catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that can destroy portions or all their crops. Genvor’s peptide-based plant health solutions, when commercialized, are expected to result in greater crop yields to assist in overcoming global food scarcity.Direction

As a result of the Acquisition, the Company’s business plan is to continue the research, development, and future commercialization of sustainable crop protection and plant health solutions through its wholly owned subsidiary, Genvor. Genvor leverages a proprietary and growing library of patented peptides to address critical challenges in global agriculture. These peptides, which include antimicrobial peptides (AMPs) and nutritionally enhanced peptides (NEPs), are being developed to support plant defense against a wide spectrum of threats, including pathogens (fungi, bacteria, and viruses), toxins, and pest-related crop damage.

In addition to direct disease resistance, Genvor’s peptide technologies show promising potential in other vital areas of crop protection and productivity. These include improved nutrient uptake efficiency, plant vigor, and stress tolerance, as well as insect control through naturally derived, targeted bioactive mechanisms. These multifunctional properties of peptides may lead to reductions in chemical pesticide usage and enhanced yield outcomes, contributing to more sustainable and economically viable farming systems.

The company believes these technologies, once commercialized, may provide material benefits to growers globally by mitigating losses from plant disease and environmental stress, thereby supporting increased yields and improved food security in regions facing agricultural constraints.

Beyond plant health, Genvor is also evaluating cross-sector applications of its peptide portfolio in animal health. Early research and collaboration opportunities are exploring the use of nutritionally enhanced peptides (NEPs) to improve feed efficiency, gut health, and overall performance in livestock and aquaculture systems. These applications align with global efforts to enhance protein production efficiency across the food chain, reduce reliance on antibiotics, and improve sustainability in animal agriculture.

The Company’s strategic vision includes both internal development and external partnerships to accelerate the validation, regulatory approval, and commercialization of its core peptide technologies across plant and animal sectors. Genvor’s integrated approach to biological innovation places it at the intersection of agricultural productivity, environmental stewardship, and food system resilience.

Genvor’s History

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 sustainable plant health solutions, designed to provide crops with anti-pathogen and enhanced nutritional properties.

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

Genvor’s technology was developed by two university scientists, Dr. Clayton Yates and Dr. Jesse Jaynes, who share a common mission to develop crop protection technology to defend against deadly crop diseases, which ultimately impact both animals and humans alike. ~~Genvor’s technology is currently being advanced by the USDA in corn seed varieties.~~

Dr. Jaynes has, over decades, focused on perfecting techniques for synthesizing and modifying anti-microbial peptides (“AMPs”).¹

Genvor’s headquarters ~~are~~is ~~currently~~ located at ~~201~~1550 S.W ~~Elliott~~Horizon ~~Road,~~Ridge ~~Suite 538~~Pkwy, ~~Chapel~~Ste ~~Hill~~R #3040, ~~North Carolina~~Henderson, ~~27514~~Nevada.

Genvor’s Operations

Overview

Genvor is a research and development (“R&D”) company, advancing the next generation of sustainable plant and animal health solutions, ~~which are~~through ~~designed~~its toproprietary ~~fight~~library ~~debilitating~~of ~~and~~patented peptides. ~~deadly~~The ~~plant~~Company’s ~~diseases,~~platform ~~such~~centers ason ~~bacteria~~the ~~and~~development ~~fungi~~of anti-microbial peptides (“AMPs”), inwhich are designed to combat a broad spectrum of ~~crop~~debilitating ~~types~~and ~~through~~destructive ~~its proprietary~~plant ~~library~~diseases—including ofbacterial, ~~patented~~fungal, ~~anti-microbial~~and ~~peptides,~~viral orpathogens—that threaten ~~AMPs~~crop productivity worldwide. These ~~AMPs~~peptides ~~can~~are bebeing ~~applied~~developed tofor ~~plants~~two inprimary ~~the~~agricultural ~~form~~applications: of(1) as a non-chemical ~~seed~~ ~~traits~~transgenic ~~(“Transgenic”~~ seed ~~traits)~~trait, –whereby ~~which~~crops ~~imbue~~are ~~seeds~~engineered ~~with the desired traits, allowing plants~~ to ~~naturally~~express ~~produce Genvor’s~~specific AMPs –internally; asand ~~well~~(2) as a topical or foliar biological spray application (“~~Bio~~bio-pesticide”) ~~application.~~that ~~The~~can ~~AMPs~~be ~~are~~used ~~intended~~in tointegrated ~~help~~pest ~~farmers worldwide achieve healthier~~ and ~~more~~disease ~~productive~~management ~~crops, boosting yields and overcoming potentially catastrophic losses~~strategies.

~~With critical~~These ~~global~~peptide-based ~~crop losses directly caused by plant disease exceeding $220 billion annually,2~~ solutions ~~utilizing peptide technology~~ are ~~actively being evaluated worldwide. Genvor’s proprietary library of patented peptides, utilizing only naturally~~intended ~~occurring substances, has been proven~~ to ~~enhance~~help afarmers ~~plant’s~~worldwide ~~ability~~increase ~~to defend itself. In addition to~~ crop ~~disease~~health ~~defense,~~and ~~Genvor has~~yield ~~created~~while ~~nutritional~~reducing ~~enhancement~~dependence ~~peptides~~on ~~(“NEPs”)~~conventional ~~which increase protein output by 5~~petrochemical-~~10x~~based inpesticides. According ~~poultry~~to ~~and~~industry ~~swine feed~~research, ~~such as~~global ~~corn~~crop orlosses ~~sweet~~attributed ~~potato, intended~~ to ~~deliver~~plant ~~higher~~disease ~~economic~~exceed ~~yields~~$220 ~~for~~billion ~~farmers~~annually.² Genvor’s ~~approach does not use any harsh chemicals,~~ ~~which~~innovations ~~upon~~aim ~~adoption should lead~~ to ~~reduced~~provide ~~greenhouse~~a ~~gas~~sustainable, ~~emissions~~environmentally ~~while~~responsible ~~conserving~~alternative ~~topsoil~~using asnaturally ~~compared~~occurring topeptide ~~traditional~~compounds ~~petrochemical-based~~to ~~solutions.~~enhance ~~These~~plants' ~~technologies~~innate ~~should~~immune ~~translate~~responses, ~~into~~reduce ~~substantial~~pathogen ~~savings for potential customers~~colonization, ~~while~~and ~~concurrently~~mitigate ~~providing~~yield ~~a more sustainable solution for organic or environmentally conscious growers~~losses.

Beyond disease resistance, Genvor’s proprietary peptide library also includes peptide candidates designed to support improved nutrient uptake, plant vigor, and stress resilience. These multifunctional peptides are being evaluated for their potential to increase agricultural efficiency and reduce input costs, with promising results across various crop types.

In addition to its agricultural applications, Genvor is expanding its research into nutritionally enhanced peptides (“NEPs”) for use in animal feed. These NEPs have demonstrated the potential to increase protein expression in feed crops such as corn and sweet potato by 5–10x, which could improve feed efficiency and nutrient density in poultry, swine, and aquaculture systems. This development represents a potential cross-sector opportunity to enhance sustainability and economic return in the broader animal protein value chain.

All of Genvor’s peptides are composed of naturally derived amino acid sequences and are developed without the use of toxic chemicals. As a result, adoption of these technologies could contribute to reduced greenhouse gas emissions, improved soil health, and alignment with regenerative agriculture practices. The Company believes these innovations will translate into meaningful economic and environmental benefits for a range of growers, from conventional to organic operations.

Genvor’s mission is to provide scalable biological solutions to address some of the most pressing challenges in global agriculture and food production, supporting yield improvements, reduced environmental impact, and increased food system resilience. The Company is pursuing regulatory pathways and strategic collaborations to advance the development and commercialization of its peptide technologies for both domestic and international markets.

Below is a summary of Genvor’s peptide development process.

¹See, e.g., Rajasekaran, K. Jaynes, J.M. and Cary, J.W. (2009) Transgenic Expression of Lytic Peptides in Food and Feed Crops to Control Phytopathogens and pre-harvest Mycotoxin Contamination. In: Mycotoxin Prevention and Control in Agriculture, Chapter 9, pp 119-142. American Chemical Society Symposium Vol. 1031.

²https://www.fao.org/news/story/en/item/1402920/icode/.

Commercialization of Genvor’s peptide technologies is a key strategic priority, with an initial focus on developing seed ~~traits~~trait integrations for major row crops such as corn, ~~soy~~soybeans, and cotton. isThese ~~among~~transgenic ~~the~~applications ~~Company~~aim to embed Genvor’s ~~immediate~~proprietary ~~goals,~~anti-microbial ~~while~~peptides ~~simultaneously~~(AMPs) directly ~~developing~~into anthe ~~effective~~plant ~~topical spray~~genome, ~~and~~enabling ~~continued~~continuous, ~~research~~internal ~~into~~expression ~~the~~of ~~nutritional~~disease-resistant ~~enhancement~~traits ofthroughout ~~feed~~the ~~for~~crop ~~swine~~lifecycle. In ~~and~~parallel, ~~poultry.~~the ~~Genvor~~Company ~~protects~~is ~~its~~advancing ~~comprehensive~~the ~~library~~ development of 24a ~~proprietary~~topical ~~peptides~~or ~~with~~foliar ~~two~~spray ~~issued~~formulation—classified ~~United~~as ~~States~~a ~~patents,~~biological pesticide—for ~~and~~foliar application across a ~~third~~broad ~~patent~~range ~~pending~~of ~~covering~~crops. anThis ~~additional~~foliar 16application ~~peptides.~~offers ~~The following~~a ~~chart~~more ~~describes~~immediate ~~Genvor’s~~regulatory path ~~peptide~~and ~~development~~near-term ~~pipeline,~~market ~~showing~~entry ~~the~~opportunity ~~relative~~while ~~stages~~serving ofas ~~different~~a ~~peptides~~complementary ~~and~~tool ~~crop~~to ~~application:~~trait-based solutions.

Concurrently, Genvor is pursuing research and validation of its nutritionally enhanced peptides (NEPs), which are designed to significantly increase the protein content and feed efficiency of common animal feedstocks such as corn and sweet potato. These peptides are intended to support performance improvements across poultry, swine, and aquaculture production systems, potentially reducing feed conversion ratios and contributing to more sustainable and profitable animal protein production.

The Company’s peptide platform is protected by a robust intellectual property (IP) portfolio. Genvor currently holds two issued United States patents covering a core library of 24 proprietary peptides and thousands of other design candidates and has a third patent pending that covers an additional 16 peptides. These peptides represent a diversified pipeline of bioactive compounds under evaluation for applications across plant health, nutrient optimization, pest control, and animal feed enhancement.

The following chart outlines Genvor’s development pipeline, highlighting the current stage of each peptide candidate and its associated crop or livestock application. This visual summary reflects the Company’s integrated and multi-sector approach to biological innovation, with both near- and long-term opportunities across agricultural and animal protein health markets.

Addressing a $220 Billion Global Economic and Health Risk with Proven Solutions

Food production must double by 2050 to meet the food demand of the global population’s expected growth to 9.6 billion people. Annual crop losses due to plant pathogens and viruses are now estimated to exceed $220 billion globally.³ Alarming to the United States Food and Drug Administration (“FDA”) is the fungi “Aspergillus Flavus,” which produces Aflatoxins, a toxic carcinogenic compound known to cause liver cancer in humans and animals. Humans infected with Aspergillus Flavus often have reduced or compromised immune systems. Contamination of corn with acutely toxic and carcinogenic aflatoxin is a major human and livestock health risk, estimated to cost the U.S. corn industry between $52 million and $1.7 billion annually.⁴

The below image shows an infected crop leaf, a common sight for farmers facing these types of crop contamination issues:

Aflatoxin contamination causes market rejection of infected crops, as well as animal and human health impacts. The USDA has imposed strict guidelines for crop inspection and discovery of diseased crops caused by Aflatoxins. Both planted fields and harvested crops found to be contaminated exceeding permitted testing levels must be destroyed, at a loss to the farmer, who is often exposed to catastrophic economic losses as a result. The guidelines in the European Union are stricter than in the United States, creating a critical market need for sustainable and effective plant health solutions to combat such plant disease.⁵

Industry observers have noted that seed trait expression of AMPs is a promising approach to providing resistance to aflatoxin infection in corn.⁶Testing of Genvor’s AMPs by the US Department of Agriculture over a period of six years, the results of which were published in May 2018 and March 2023, showed promising results in defense against aflatoxins, as seeds infused with Genvor AMPs showed a 70% reduction in aflatoxin contamination, making them promising candidates for genetic engineering the next-generation of disease-resistant crops.⁷

Application of Peptides in Plant Protection

Plant pathogens attack crops and lead to serious adverse impacts on their growth. Traditional chemical fungicides are effective in preventing diseases caused by plant pathogens; however, their long-term continuous use has led to plant pathogens developing resistance to those fungicides, and their residues present a risk of harm to humans and the environment. Industry observers believe that more sustainable methods to control plant diseases are urgently needed.⁸ Naturally occurring AMPs mediate the innate host defense and can be used as immune inducers. Given their high specificity, rapid degradation, and efficacy, AMPs are expected to be a promising first line of defense against fungi, viruses, and bacteria. Some industry observers believe that peptides will likely become mainstream tools for plant protection in the future.⁹

³Id.

⁴Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.

⁵Id.

⁶Science Direct - Advanced Agrochem: Volume 2, Issue 1, March 2023, Pages 58-78, Peptides, new tools for plant protection in eco-agriculture. Yi-Meng Zhang, De-Xing Ye, Yan Liu, Xin-Yuan Zhang, Yuan-Lin Zhou, Li Zhang, Xin-Ling Yang.

⁷Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.

⁸Donley N. The USA lags behind other agricultural nations in banning harmful pesticides. Environ Health Glob Access Sci Source. 2019;18(1):44.

⁹Science Direct - Advanced Agrochem: Volume 2, Issue 1, March 2023, Pages 58-78, Peptides, new tools for plant protection in eco-agriculture. Yi-Meng Zhang, De-Xing Ye, Yan Liu, Xin-Yuan Zhang, Yuan-Lin Zhou, Li Zhang, Xin-Ling Yang.

The following is an illustration that shows the mode of action of Genvor’s peptides against a disease cell:

Genvor’s AMP Technology has Created Significant Economic Opportunities in a Broad Spectrum of Plant Types

The Aflatoxin problem has created significant opportunities for companies developing the technology needed to defend against Aflatoxins. AMPs, such as those developed by Genvor, are a safer alternative to fungicides. Pesticides or fungicides with a chemical composition are known to degrade the environment, are inefficient to apply, persist in crops and livestock, and are less effective as plant pathogen resistance increases. AMPs kill microorganisms directly, resistance to them is rare and should remain so given their mode of action, and AMPs can be manufactured via a non-GMO process.

Genvor’s peptides have proven effective on corn and show broad spectrum effectiveness for other crop types¹¹ for most known bacteria and fungi within a single product solution. This broad-spectrum efficacy should be more efficient for farmers compared to the toxic fungicide alternatives, which are currently used to combat a single fungi or bacteria type. Genvor’s technology can be delivered into plants by both bioengineered seed traits, as well as through bio-fungicide (topical spray) application.¹¹ There is no evidence of pathogens developing resistance to Genvor’s designed AMPs. At this point in time, AMPs show a likelihood of killing pathogens in berries, corn, cannabis, wheat, cotton, citrus, and peanuts.

Genvor utilizes a proprietary peptide design and development methodology originally conceived by its founder, Dr. Jesse Jaynes. This method is rooted in a phenotype-driven model first developed in the mid-1980s, which enables the expedited identification, optimization, and functional testing of bioactive peptides. The approach is designed to accelerate the discovery process while improving peptide efficacy through targeted structure-activity modeling.

This methodology has been refined over several decades and has demonstrated utility across multiple domains, including agricultural crop protection, animal health, and human health research. Genvor continues to apply and evolve this model to support the rapid development of novel peptides with applications in plant disease resistance, nutrient enhancement, pest management, and feed efficiency improvement. The Company believes this foundational platform provides a strategic advantage in both speed to market and the functional performance of its proprietary peptide candidates.

¹⁰Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.

¹¹Id.

What are Peptides Exactly?

Peptides are broadly utilized in medicine, cosmetics, healthcare products, animal nutrition and health, and plant nutrition and protection. In recent years, they’ve become active research subjects to protect plants from bacteria, viruses, pests, and weeds, as antimicrobial and immune inducers, plant growth regulators, insecticides, and herbicides. This is due to their extensive raw material sources, excellent activity, and ideal environmental compatibility.

Peptides are short-chain biomolecules of between 2 and 50 amino acids, linked by peptide bonds. Based on their sources, peptides can be categorized as natural or artificially synthesized. Most natural peptides are from animals, plants, and microorganisms. Both natural and synthetic peptides can be produced through chemical synthesis, biological fermentation, gene recombination and other methods. Peptides are ubiquitous in living organisms and modulate many physiological processes, making them a common research subject in medicine, cosmetics, and agriculture.¹²

How do Peptides Work Against Diseases?

Through seed traits, plant seeds are genetically coded to produce AMPs. Upon encountering a disease microbe, AMPs penetrate the cell wall of the target disease microbe, causing the contents of the disease microbe to spill out, destroying the disease cell. The same effect is foreseen in the utilization of the topical spray.

Delivery by Transgenic Seed Traits

In North America, the seed trait market is currently estimated to exceed $10 billion. The adoption of crop seeds with enhanced traits has been staggering with over 75% of U.S. corn, cotton and soybeans being produced using seeds with enhanced traits.¹³

The following image shows corn with Genvor’s seed traits, which is currently growing in a USDA facility for study:

¹²Science Direct - Advanced Agrochem: Volume 2, Issue 1, March 2023, Pages 58-78, Peptides, new tools for plant protection in eco-agriculture. Yi-Meng Zhang, De-Xing Ye, Yan Liu, Xin-Yuan Zhang, Yuan-Lin Zhou, Li Zhang, Xin-Ling Yang.

¹³https://www.fortunebusinessinsights.com/industry-reports/genetically-modified-seeds-market-100389.

Delivery by Topical Spray (Bio-fungicide)

The 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, growing food scarcity, the phase out of synthetic agricultural chemicals, along with the market’s demand for additional modes of action to manage resistance, has resulted in biologicals being one of the fastest-growing sectors in the crop protection market, increasing at twice the compound annual growth rate of the crop protection market as a whole.¹⁴The global agricultural biologicals market was approximately $9.5 billion in 2019 and is expected to grow to approximately $19.7 billion by 2026.¹⁵ Unlike synthetic chemicals, bio-fungicides are derived from configurations of amino acids and proteins occurring in nature; therefore they do not contaminate soil, water, turf, beneficial insects, birds, fish, and non-targeted plants.¹⁶

USDA Partnership – Benefits of a CRADA

Genvor’s AMPs gained the attention of the USDA in its pursuit of solutions for plant disease in corn, the U.S.’s largest crop. Based on over 30 years of research by Genvor founder Dr. Jesse Jaynes, Genvor was awarded a Cooperative Research and Development Agreement (“CRADA”) in 2018 to develop and commercialize disease resistance and nutritional enhancement in corn seed based upon Genvor’s proven technology. A CRADA expands expertise and speeds development of many technologies that are now used by farmers or found in the grocery store through access to USDA resources such as advanced laboratories, increasing the chances that research outcomes are adopted commercially to maximize impact, driving a significantly lower overhead rate than a university’s research program, and creating a multi-disciplinary research team to increase technical breadth and depth of the lab. In addition, a CRADA provides access to the USDA regulatory team for registrations and processes.

Genvor’s Peptides are proven effective in corn seed traits.

As a result of the USDA and Genvor partnership through the CRADA, the effectiveness of Genvor’s solutions in protecting against Aflatoxins in corn seed has been established, with the probability that this technology can effectively be applied to other crop types.¹⁷Genvor is expecting an extension of the CRADA to continue the studies of Genvor’s 4^thgeneration of its peptides (GNV-185 and GNV-187) towards commercialization. The Company now has the technology to move its superior AMPs from the research lab and greenhouse to the field, with the goal of commercially producing Genvor’s AMPs at a desirable price point for cost-effective and broad-based agricultural use.

What is a USDA CRADA Worth to Genvor?

In the United States, it often takes eight years and $136 million to develop and bring a new seed trait through regulatory to the marketplace.¹⁸The value of a CRADA, utilizing the USDA’s existing labs, know-how, research, fields, greenhouses, and oversight to develop a Seed Trait for corn is significant as it allows Genvor to bring seed traits to market with substantially less capital investment. For its CRADA in corn, Genvor’s contribution was under $700,000, primarily for a dedicated scientist to work onsite at the USDA facility over the years. Genvor is expecting to continue R&D of its anti-microbial and nutritional enhancement peptides (“NEPs”) for poultry and swine feed through additional CRADAs with the USDA. In addition, Genvor is planning to apply for a CRADA for Aflatoxins in peanuts. The USDA partnership is based upon the confidence and proof of concept found in Genvor’s solutions.

Below is a chart showing the average surveyed development costs of bring a new plant trait to market in the United States:

Business Strategy: Licensing First and Leveraging R&D with Third Parties

Genvor’s business model is to remain capital-light, focused on leveraging its third-party research and development through its initial CRADA with the USDA, and any subsequent CRADAs that may be granted, while also adopting a licensing approach to reduce “cash burn” or the need for significant manufacturing and marketing overhead. Genvor is highly scalable and capital efficient with minimal overhead relative to peers, allowing the Company to focus on core research and development competency. Genvor does not expect revenue until the end of 2025, through the licensing and distribution of either or both the topical spray and seed trait, utilizing licensing and royalty opportunities.

¹⁴ https://www.researchandmarkets.com/reports/5317983/agricultural-biologicals-market-forecasts-from.

¹⁵Id.

¹⁶Id.

¹⁷Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.

¹⁸ https://geneticliteracyproject.org/gmo-faq/what-does-it-take-to-bring-a-new-gm-product-to-market/.

~~Citrus Licensing~~Financing ~~with~~Needs ~~Royalty~~and Infrastructure Planning

Genvor ~~has~~ ~~established~~is anactively ~~initial~~evaluating ~~licensing~~various ~~and royalty agreement with Southern Gardens Citrus, a division of U.S. Sugar, operating 6,600 acres~~financing ofoptions ~~orange~~to ~~groves~~support inits ~~Florida, utilizing Genvor’s AGM~~near-~~176~~ and ~~AGM~~mid-~~179~~term ~~peptides,~~operational ~~proving~~and ~~the~~strategic ~~effectiveness~~objectives. ofThe ~~these~~Company ~~peptides~~anticipates onthat ~~the~~additional capital ~~crippling~~will ~~problems~~be ofrequired ~~canker~~to onfund ~~citrus~~general ~~crops.~~corporate ~~While~~overhead, 5+research ~~years~~and ofdevelopment ~~studies~~(R&D) ~~showed~~activities, ~~the~~peptide ~~effectiveness~~production offor ~~Genvor’s AGM-176~~ testing and ~~AGM-179~~validation, ~~Southern~~ ~~Gardens~~contributions ~~has~~under ~~not~~its ~~yet~~Cooperative ~~taken~~Research ~~the~~and ~~usage~~Development ofAgreement ~~these~~(CRADA) ~~solutions~~with ~~through~~the ~~regulatory~~United ~~approval~~States ~~for commercialization, which should generate~~Department ~~royalty~~of ~~revenue~~Agriculture to(USDA), ~~Genvor~~and ~~following~~associated ~~receipt~~regulatory ofand ~~such~~commercialization ~~approval~~efforts.

~~Discussions~~While Genvor has primarily leveraged external ~~with~~research ~~Additional~~infrastructure ~~Third~~through collaborations and government partnerships to date, the Company is assessing the potential establishment of a dedicated laboratory facility in or near Sacramento, California, to support internal R&D and pilot-~~Party~~scale ~~Crop~~development. Additional ~~Growers~~lab sites, greenhouses, or field trial locations may be established in the future, either independently or in collaboration with commercial agricultural input partners, as the Company scales its development and testing efforts.

~~Genvor is~~At inpresent, ~~discussions~~there ~~with~~are ~~other~~no ~~major~~definitive ~~growers~~plans to ofconstruct ~~other~~or ~~crop~~acquire ~~types~~independent ~~regarding~~laboratory ~~the~~or ~~potential~~greenhouse ~~funding~~infrastructure. of Genvor’s ~~costs~~continues ofto ~~research~~rely ~~and development~~on existing resources available through toits ~~seed~~strategic ~~traits~~partnerships, ~~topical~~including ~~spray~~access to scientific, orregulatory, ~~both~~and –field-testing ~~all~~capabilities asthrough athe ~~solution~~USDA CRADA toand ~~fight~~affiliated ~~toxins,~~research ~~bacteria~~partners. orHowever, ~~fungi~~the ~~that~~Company ~~damage~~may ~~various spectrums~~pursue ofadditional ~~crop~~financing ~~types.~~in Athe ~~licensing~~future ~~and~~if ~~royalty~~internal ~~agreement~~infrastructure development ~~with~~or ~~those~~self-funded ~~growers~~research programs are ~~likely~~deemed ~~outcomes~~beneficial ofto ~~any~~accelerate ~~R&D~~commercialization ~~funding~~or ~~agreement~~expand the scope of its technology platform.

Financing Needs

Genvor is currently exploring financing options to generate the cash needed to pay for overhead, marketing, and production of peptides to be used in R&D, contributions to the CRADA and regulatory costs to take existing technology through the process. Additional financing may be required in the event self-funded R&D is needed. There are no plans currently to create Genvor’s own labs, greenhouses or fields or its research with the availability of utilizing existing labs, scientific and regulatory professionals – chiefly through its CRADA with the USDA.

Competition

~~Below are~~Peptide-Based ~~some~~Crop ofProtection: ~~Genvor’s agriscience competitors.~~Competitive Landscape

~~Invaio Sciences~~1. -Vestaron ~~Peptide~~Corporation ~~maSAMP~~ (~~https://~~www.~~invaio~~vestaron.com/) ~~is used to control citrus Huanglongbing, a destructive disease.~~

~~Plant Health~~Vestaron ~~Care~~is -a ~~PREtec technology (https://www~~U.~~planthealthcare~~S.~~com/),~~-based ~~from~~biopesticide innovator ~~the~~offering ~~American~~peptide-derived ~~Plant~~insecticides ~~Health~~such ~~Care~~as ~~(PHC)~~Spear® T ~~company~~and Spear® RC, ~~was~~designed ~~patented~~to intarget ~~the~~Lepidoptera, ~~United~~thrips, ~~States~~mites, ~~in 2019. Its unique immune-inducing peptides~~ and ~~its mixtures with~~ other ~~products~~pests ~~have~~on ~~been~~crops ~~recognized~~like ~~for~~cotton, ~~strengthening plant~~soy, ~~resistance~~rice, ~~to disease~~ and ~~stress,~~specialty ~~as well as promoting plant growth~~horticulture. ~~All~~These ~~PREtec peptides~~ products are ~~variants~~EPA-registered ofin ~~natural~~the ~~proteins~~U.S. and ~~break down~~approved ~~rapidly~~ in ~~the environment~~Europe, ~~leaving~~with nofavorable ~~harmful~~environmental ~~residues~~profiles—short onre-entry ~~the~~intervals ~~crop or in the environment. In 2021, PHC launched PHC279 with PREtec~~and ~~technology~~zero inpre-harvest ~~Brazil~~ interval—and ~~sold~~scalable itin ~~under~~partnership ~~the~~with ~~name~~ADM ~~of Saori™~~(micro-pep. ~~This product is used as a seed treatment to prevent Asian soybean rust~~com).

~~PHYTOTECH LABS FLG22 (https://phytotechlab~~2.~~com/),~~ ~~from~~BASF ~~Phytotech,~~SE ~~induces the natural immune response~~(www. ~~Its sequence was derived from the highly conserved N-terminal region of Pseudomonas aeruginosa flagellin~~basf. ~~FLG22 and its derivatives induce defense responses in Lycopersicon esculentum and Arabidopsis thaliana and have elicitor activity. Many immune induction peptides are in development.~~com)

~~CEV, SA~~BASF ~~(CEV)~~incorporates ~~(https://cev.com.pt/~~peptide-enhanced ~~established~~crop inprotection ~~2006~~products ~~with~~into ~~the~~its ~~objective~~global ofportfolio, ~~developing~~including aInscalis® ~~new~~for ~~patented~~rice blight ~~protein-based~~and ~~bio~~peptide-~~fungicide~~chemical hybrid solutions. The ~~active~~ ~~ingredient~~company’s ispeptide aR&D ~~polypeptide,~~is ~~named~~bolstered ~~BLAD,~~by ~~which~~technologies isacquired ~~extracted~~ from ~~the germinated seeds of lupines. BLAD’s multi-site targets~~ZedX ~~cell~~and ~~walls,~~utilizes ~~cell~~advanced ~~membrane~~computational ~~and~~discovery ~~cell metabolism~~methods.

~~Syngenta Global https://www~~3.~~syngenta.com/en~~ Syngenta isCrop aProtection ~~world market leader in crop protection products, developing and producing herbicides, insecticides, fungicides and seed treatment products for farmers and growers~~(www.syngenta.com)

~~Hello Nature~~Syngenta -is ~~https://www.hello-nature.com/us/~~advancing ~~offers~~peptides ain ~~range~~its ofresearch ~~biotechnological~~pipeline, ~~and~~focused ~~certified~~on ~~solutions~~fungal ~~for~~disease ~~modern~~control and ~~sustainable~~enhanced through its acquisition ~~agriculture~~of ~~including~~Valagro. ~~natural~~The ~~bio~~company routinely uses virtual screening and other digital tools to identify peptide-~~stimulants~~based ofactives ~~vegetal~~aligned ~~origin,~~with its ~~beneficial~~integrated ~~microbials~~pest and ~~organic~~disease ~~fertilizers~~management strategies.

4. Micropep Technologies (www.micro-pep.com)

France-headquartered Micropep is pioneering micropeptide solutions via its Krisalix™ AI-powered platform, which enables rapid discovery of bioactive micropeptides. The company recently completed a €8.5 million Series A financing round and a $29 million Series B round—bringing total funding to over $51 million—to support field trials and regulatory development, including EPA classification for its first biofungicide candidate MPD-01 (micro-pep.com).

5. Hello Nature (formerly Italpollina) (www.hello-nature.com)

Hello Nature is a global provider of plant-stimulating peptides (PSP) used as biostimulants—specifically in its Hi-Q, Cerbero Green, and Plant Stimulating Peptides lines—for broad applications in integrated and organic agriculture, including root development, stress resilience, nutrient uptake, and yield enhancement (hello-nature.com).

Summary Table

Company	Website	Peptide Product(s) / Platform	Highlights
Vestaron	vestaron.com	Spear® T, Spear® RC	EPA-registered, ADM scale, targeted insect control
BASF SE	basf.com	Inscalis®, peptide-chemical hybrids	Global reach, peptide discovery via ZedX
Syngenta	syngenta.com	Fungus-targeted peptide discovery pipeline	Digital screening, Valagro acquisition
Micropep	micro-pep.com	Krisalix™, MPD-01 biofungicide	$51M+ funding, EPA classification underway
Hello Nature	hello-nature.com	Hi-Q, Cerbero Green, PSP biostimulants	Biostimulants for root, stress, nutrient traits

Sym Agro - https://sym-agro.com/ serves horticultural and agricultural specialty markets with an assortment of fertilizers, fungicides, biologics, and pesticides. ProBlad® Verde fungicide is available in the US for use on a variety of crops, including stone fruit, cane berries, strawberries, pome fruits, grapes, almonds, leafy greens, herbs, and tomatoes.

Innatrix – Products under development in their pipeline: InnaLB™ (Potato Late Blight) - Peptide product to stop late blight infection, by interfering with critical late blight effectors, InnaNema™ (Soybean Cyst Nematode) Seed treatment product to stop nematode infection and reproduction process on soybean roots, by RNAi technology, and nnaHLB™ (Citrus Greening) Peptide product to stop citrus greening infection by interfering with critical citrus greening effector.

Genvor History

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, which improves upon a plant’s natural defenses. Genvor’s mission is to help farmers and growers world-wide to increase their yield to potentially overcome catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that destroy their crops.

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.

Genvor’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 deadly crop diseases affecting both animals and humans alike. Genvor’s technology is currently being advanced by the USDA in corn seed varieties and Southern Gardens, a subsidiary of U.S. Sugar, in citrus trees.

Dr. Jaynes and Dr. Yates have, over decades, focused on perfecting techniques for synthesizing and modifying antimicrobial peptides (AMPs).19

Genvor’s headquarters is located at 201 S. Elliott Road, Suite 538, Chapel Hill, North Carolina 27514.

Reports to Security Holders

We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file 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 “SEC”) voluntarily to disclose material information regarding the Company to the public. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Government Regulations

We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.

¹⁹See, e.g., Rajasekaran, K. Jaynes, J.M. and Cary, J.W. (2009) Transgenic Expression of Lytic Peptides in Food and Feed Crops to Control Phytopathogens and pre-harvest Mycotoxin Contamination. In: Mycotoxin Prevention and Control in Agriculture, Chapter 9, pp 119-142. American Chemical Society Symposium Vol. 1031.

Environmental Regulations

While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

Employees

As of September 30, ~~2023~~2024, we had noone full-time ~~employees~~ employee.

Property

The Company does not own or rent property. The Company’s office space is virtual and provided by an officer at no charge.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

None.

Item 2 1C. ~~Properties~~Cybersecurity

~~We do~~Risk ~~not~~Management ~~own~~and ~~any real estate or other properties.~~Strategy

~~Item~~At this time, the Company does not have 3formal processes in place for assessing, identifying, and managing material risks from cybersecurity threats. ~~Legal~~Our ~~Proceedings~~approach to cybersecurity is currently informal and primarily reactive, involving basic security measures such as:

~~Management is~~● ~~not~~Basic ~~aware~~Security ofSoftware: ~~any~~We ~~legal~~use ~~proceedings~~standard ~~contemplated~~antivirus byand ~~any~~anti-malware ~~governmental~~software ~~authority~~for orprotection any other party involving us or our properties. Except as set forth below, as of the date of this Annual Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against uscommon ~~or our properties~~threats.

On● ~~September~~Password ~~28,~~Policies: ~~2023,~~Simple ~~the~~password ~~Company~~policies ~~entered~~are into a Settlement Agreement with Bradley White, the Company’s former CEO and director of the Company, who was terminated on June 20, 2023, to settle threatened claims by each of White and the Company against the other. Pursuant to the Settlement Agreement, (i) the Company and Mr. White waived claims against the other, (ii) Mr. White was to receive settlement payments of $300,000, payable in ~~tranches~~place ~~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, and (iii) Mr. White agreed~~ to ~~return~~protect toaccess the Company for cancellation shares of stock controlled by him, including 3 shares of Series A Preferred Stock and 502,512 shares of Series B Preferred Stock. Mr. White has returned those shares of preferred stock to ~~the~~our ~~Company for cancellation, and $150,000 in payments have been made to Mr~~systems. ~~White as of the date hereof.~~

~~Item~~However, we recognize the importance of 4cybersecurity and are in the process of developing more robust strategies. ~~Mine~~We ~~Safety~~plan ~~Disclosures~~to:

~~Not applicable~~● Develop a Cybersecurity Framework: Establish a formal risk assessment process to ~~our~~identify ~~Company~~vulnerabilities.

~~PART II~~● Engage Cybersecurity Expertise: Consider hiring or consulting with cybersecurity professionals to guide our strategy.

~~Item~~We acknowledge that the absence of comprehensive 5cybersecurity processes could potentially expose the company to risks, which might materially affect our operations, financial condition, or strategic decisions in the future. ~~Market~~We ~~for~~are ~~Common~~committed ~~Equity~~to ~~and~~improving ~~Related~~our ~~Stockholder~~cybersecurity ~~Matters~~posture as our resources allow.

~~Market Information~~Governance

~~There~~● isBoard noOversight: ~~“established trading market” for shares of the Company’s common stock. As of the date hereof~~Currently, ~~the~~our ~~Company’s~~directors ~~common~~do ~~stock~~not ~~was~~have ~~quoted~~a onformal ~~the~~structure ~~OTC~~for ~~Link~~overseeing ~~LLC~~cybersecurity ~~alternative trading system operated by OTC Markets Group, Inc~~risks. ~~under~~We ~~the~~plan ~~symbol~~to ~~“GNVR.”~~review Nothis ~~assurance~~oversight ~~can~~in ~~be given that any “established trading market” for~~ the ~~Company’s~~near ~~common~~future ~~stock~~to ~~will~~ensure ~~develop~~appropriate orgovernance beis ~~maintained~~established.

~~Our~~● stock was first quoted on the OTC Link LLC beginning in the fourth fiscal quarter for the year ended September 30, 2023, but did not commence trading until approximately December 1, 2023. The range of high and low closing bid quotations for the CompanyManagement’s ~~common~~Role: ~~stock~~Day-to-day ~~during~~management ~~each quarter~~ of ~~the~~cybersecurity ~~calendar~~is ~~years~~handled ~~ended~~by ~~September~~our ~~30,~~Chief ~~2023,~~Executive ~~and~~Officer ~~2022~~(“CEO”), iswho ~~shown~~does ~~below,~~not ashave ~~quoted~~specialized bytraining ~~www~~in cybersecurity.~~otcmarkets.com.~~ ~~Prices~~ We are ~~inter-dealer~~considering ~~quotations,~~enhancing ~~without~~this ~~retail~~role ~~mark-up, markdown~~ or ~~commissions~~outsourcing ~~and~~to ~~may~~professionals ~~not~~with ~~represent~~specific ~~actual~~cybersecurity ~~transactions~~expertise.

~~Stock~~● ~~Quotations~~Expertise: Our current management and Board do not have in-depth cybersecurity expertise. We are considering educational opportunities or consulting to address this gap.

Quarter Ended	High		Low
December 31, 2021		-		-
March 31, 2022		-		-
June 30, 2022		-		-
September 30, 2022		-		-
December 31, 2022		-		-
March 31, 2023		-		-
June 30, 2023		-		-
September 30, 2023		4.00		4.00

Material Effect from Cybersecurity Threats

~~The~~To ~~future~~date, ~~sale~~no ofknown ~~the~~cybersecurity ~~Company’s presently outstanding~~incidents ~~“unregistered”~~have ~~and~~materially ~~“restricted”~~affected ~~common~~our ~~stock~~business bystrategy, ~~present~~results ~~members~~ of ~~management~~operations, ~~and~~or ~~persons~~financial ~~who~~condition. ~~own~~However, ~~more~~due ~~than~~to ~~five~~our ~~percent~~limited cybersecurity ofmeasures, ~~the~~we ~~Company’s~~acknowledge ~~outstanding~~that ~~voting~~our ~~securities~~company ~~may~~could ~~have~~be anat ~~adverse~~higher ~~effect~~risk onof ~~any~~material ~~“established~~impact ~~trading~~from ~~market”~~cybersecurity ~~that~~threats. ~~may~~We ~~develop~~are actively inworking ~~the~~to ~~shares~~mitigate ofthese ~~the Company’s common stock~~risks.

~~Holders~~Item 2. Properties

AsWe ofdo ~~November~~not 7,own ~~2023,~~any ~~the~~real ~~Company~~estate ~~had approximately 167 shareholders of record of common stock, including shares held in “street name” by banks, brokerage clearing houses, depositories~~ or ~~otherwise in unregistered form~~other properties.

~~Transfer Agent~~13

~~The Company’s~~Item ~~transfer agent is Securities Transfer Corporation, Securities Transfer Corporation, 2901 N~~3. ~~Dallas~~Legal ~~Parkway, Suite 380, Plano, Texas, 75093, Telephone: (469) 633-0088.~~Proceedings

13Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. Except as set forth below, as of the date of this Annual Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

~~Dividend~~On February 7, 2024, the Company filed ~~Distributions~~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.

WeOn April 12, 2024, the Company filed suit ~~have~~against ~~not~~Richard ~~paid~~Saied, ~~any~~in ~~cash~~the ~~dividends~~192nd onJudicial ~~our~~District ~~common~~Court ~~stock~~for ~~and~~Dallas ~~have~~County, Texas (case no. ~~present~~DC-24-05442), ~~intention~~alleging offraud, ~~paying~~conversion, unjust ~~any~~enrichment ~~dividends~~and onother causes of action arising from the defendant’s improper receipt of shares of ~~our~~Company common stock. under ~~Our~~an ~~current~~agreement ~~policy~~which isrequired the defendant to ~~retain~~provide ~~earnings,~~services ifto ~~any,~~the ~~for~~Company ~~use~~and inwhich ~~our~~services ~~operations~~the defendant ultimately never provided. The Company is seeking monetary damages and infor ~~the~~a ~~development~~constructive oftrust ~~our~~to ~~business.~~be ~~Our~~imposed ~~future~~on defendant’s shares ~~dividend~~of ~~policy~~Company ~~will~~common bestock ~~determined~~and ~~from~~for ~~time~~them to ~~time~~be byreturned ~~our~~to ~~board~~the ~~of directors~~Company.

~~Securities authorized~~Item ~~for~~4. ~~issuance~~Mine ~~under~~Safety ~~equity compensation plans.~~Disclosures

~~The Company~~Not ~~does~~applicable ~~not~~to ~~have~~our ~~a stock option plan~~Company.

~~Penny Stock~~PART II

●Market contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; ● contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; ● contains a toll-free telephone number for inquiries on disciplinary actions; ● defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and ● contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.Information

~~The~~There is no “established trading market” for shares of the Company’s common stock. Previously, the Company’s common stock was quoted on the OTC Link ATS (alternative trading system) operated by OTC Markets Group Inc. under the symbol “GNVR,” but the Company is no longer eligible for proprietary broker-dealer ~~also~~quotations ~~must~~is ~~provide,~~not ~~prior~~currently toquoted ~~effecting~~on the OTC Link ATS or any ~~transaction~~securities inexchange. No aassurance ~~penny~~can ~~stock,~~be given that any “established trading market” for the ~~customer~~Company’s ~~with:~~common stock will develop or be maintained.

●Our ~~bid~~stock ~~and~~was ~~offer~~first ~~quotations~~quoted ~~for~~on the ~~penny~~OTC ~~stock;~~Link ATS ●beginning ~~the~~in ~~compensation of~~ the ~~broker-dealer~~fourth ~~and~~fiscal ~~its~~quarter ~~salesperson~~for in the ~~transaction;~~year ●ended ~~the~~September ~~number~~30, of2023, ~~shares~~but todid ~~which~~not ~~such~~commence ~~bid~~trading ~~and~~until ~~ask~~approximately December ~~prices apply~~1, or2023. ~~other~~The ~~comparable~~range ~~information~~of ~~relating~~high toand ~~the~~low ~~depth~~closing ~~and~~bid ~~liquidity~~quotations offor the ~~marker~~Company’s ~~for~~common ~~such~~ stock; ~~and~~during ●each ~~monthly~~quarter ~~account~~of the ~~statements~~fiscal ~~showing~~years ~~the~~ended ~~market~~September ~~value~~30, of2024, ~~each~~and ~~penny~~2023, ~~stock~~cannot ~~held~~be inshown as the ~~customer~~Company’s ~~account~~quotation data is no longer available on otcmarkets.com.

~~In addition,~~The ~~the~~future ~~penny~~sale ~~stock~~of ~~rules~~the ~~that~~Company’s presently ~~require~~outstanding ~~that~~“unregistered” ~~prior~~and to“restricted” acommon ~~transaction in a penny~~ stock ~~not~~by ~~otherwise~~present ~~exempt~~members ~~from~~of ~~those~~management ~~rules; the~~and ~~broker-dealer~~persons ~~must~~who ~~make~~own amore ~~special~~than ~~written~~five ~~determination~~percent ~~that~~of the ~~penny stock is a suitable investment for the purchaser and receive the purchaser~~Company’s ~~written~~outstanding ~~acknowledgement~~voting ofsecurities ~~the~~may ~~receipt~~have ofan aadverse ~~risk~~effect ~~disclosure~~on ~~statement,~~any ~~a written agreement to transactions involving~~“established ~~penny~~trading ~~stocks,~~market” ~~and~~that amay ~~signed~~develop ~~and~~in ~~dated~~the ~~copy~~shares of athe ~~written~~Company’s ~~suitably~~common ~~statement~~stock.

~~These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.~~Holders

As of July 14, 2025, the Company had approximately 195 shareholders of record of common stock, including shares held in “street name” by banks, brokerage clearing houses, depositories or otherwise in unregistered form.

~~Related Stockholder~~Transfer ~~Matters~~Agent

~~Unregistered Sales~~The ofCompany’s ~~Equity~~transfer agent is Securities Transfer Corporation, Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093, Telephone: (469) 633-0088.

~~On July 1, 2023, the Company issued 29,665 shares of common stock related to the conversion of a note payable and accrued interest for $~~14~~,833.~~

~~On July~~Dividend ~~12, 2023, the Company issued 20,000 shares of common stock to an investor for $10,000.~~Distributions

OnWe have not paid any cash dividends on ~~July~~our ~~13,~~common ~~2023,~~stock ~~the~~and ~~Company~~have ~~issued~~no ~~20,000~~present intention of paying any dividends on the shares of our common stock. Our current policy is to anretain ~~investor~~earnings, ~~for~~if ~~$10~~any,~~000~~ for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

~~On July~~Securities ~~14,~~authorized ~~2023,~~for ~~the~~issuance ~~Company~~under equity ~~issued~~compensation ~~50,000 shares of common stock to an investor for $25,000~~plans.

~~On July~~The ~~17, 2023, the~~ Company ~~issued~~does ~~25,000~~not ~~shares~~have ofa ~~common~~ stock ~~to an investor for $10,000~~option plan.

OnPenny ~~July 17, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.~~Stock

OnOur common stock is considered “penny ~~August~~stock” 25under the rules of the Securities and Exchange Commission under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, ~~2023~~other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the ~~Company~~exchange ~~issued~~or 50quotation system. The penny stock rules require a broker-dealer,~~000~~ ~~shares~~prior ofto ~~common~~a transaction in a penny stock, to andeliver ~~investor~~a ~~for~~standardized ~~$25~~risk disclosure document prepared by the Commission,~~000.~~ that:

~~On September~~● 16contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; ● contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, ~~2023~~clear, ~~the~~narrative ~~Company~~description ~~issued~~of 75a dealer market,~~000~~ ~~shares~~including bid and ask prices for penny stocks and the significance of ~~common~~the ~~stock~~spread tobetween anthe ~~investor~~bid and ask price; ● contains a toll-free telephone number for ~~$25~~inquiries on disciplinary actions; ● defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and ● contains such other information and is in such form,~~000~~ including language, type, size and format, as the Commission shall require by rule or regulation.

~~On September~~The ~~19,~~broker-dealer ~~2023~~also must provide, ~~the~~prior to ~~Company~~effecting ~~issued~~any ~~20,000~~transaction ~~shares~~in ofa ~~common~~penny stock, tothe ancustomer ~~investor for $20,000.~~with:

~~During~~ ● bid and offer quotations for the ~~year~~penny ~~ended~~stock; ~~September~~● ~~30,~~the ~~2023,~~compensation of the ~~Company~~broker-dealer ~~issued~~and 2its salesperson in the transaction; ● the number of shares to which such bid and ask prices apply,~~362,900~~ ~~warrants~~or other comparable information relating to the depth and liquidity of the marker for ~~common~~such stock; ofand ● monthly account statements showing the ~~Company.~~market ~~The~~value ~~issuances~~of ~~were~~each ~~for~~penny stock held in the ~~following:~~ customer’s account.

●In ~~Services~~addition, bythe penny stock rules that require that prior to a ~~third~~transaction in a penny stock not otherwise exempt from those rules; the broker-~~party~~dealer ~~consultant~~must –make Ona ~~September~~special written ~~29,~~determination ~~2023,~~that ~~162,900~~the ~~warrants~~penny stock is a suitable investment for ~~common~~the ~~stock~~purchaser ~~with~~and anreceive ~~exercise~~the ~~price~~purchaser’s written acknowledgement of ~~$0.001~~the receipt of a risk disclosure statement, ~~valued~~a atwritten ~~$142~~agreement to transactions involving penny stocks,~~900~~ and a signed and dated copy of a written suitably statement.

●These ~~Services~~disclosure byrequirements ~~related~~may ~~party,~~have the ~~Judith~~effect S.of ~~Miller,~~reducing the ~~Company’s~~trading ~~Interim~~activity ~~CEO~~in ~~and~~the ~~CFO~~secondary –market ~~On September 29, 2023, 600,000 warrants~~ for ~~common~~our ~~with an exercise price of $0~~stock.~~001, valued at $600,000~~

~~● Settlement of debt with a third party – On September 29, 2023, 200,000 warrants for common stock with an exercise price of $0.001, valued at $200,000~~15

●Related ~~Conversion~~Stockholder ~~of notes payable and accrued interest to a third party – On September 29, 2023, 1,400,000 warrants for common stock with an exercise price of $0.001, valued at $359,414~~Matters

~~On November~~Unregistered 1,Sales ~~2023, the Company issued 20,000 shares~~ of ~~common~~Equity ~~stock to an investor for $20,000.~~Securities

On September 9, 2024, the Company and Chris ~~November~~Peterman 1entered into a convertible promissory note agreement, ~~2023~~providing for the issuance of a note in the principal amount of $20,000. In addition, the Company issued 50Chris Peterman a stock purchase warrant to acquire 40,000 shares of common stock of the Company at a per share price of $0.01. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to anthe ~~investor~~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 $5040,000. 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.

OnThe ~~November~~forgoing 1,securities ~~2023,~~were issued in reliance on the ~~Company~~exemption ~~issued~~from ~~20,000~~registration ~~shares~~provided by Section 4(a)(2) of ~~common~~the ~~stock~~Securities toAct of an1933, ~~investor~~as ~~for~~amended, ~~$20~~and Rule 506(b) promulgated thereunder,~~000~~ as there was no general solicitation, and the transactions did not involve a public offering.

~~On November~~Purchase ~~1, 2023, the Company issued 20,000 shares~~ of ~~common~~Equity ~~stock to an investor for $20,000.~~Securities

~~On November 8, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000~~None.

~~On November 8, 2023, the Company issued 25,000 shares of common stock to an investor for $25,000.~~16

~~On November~~Item ~~8, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000~~6. [Reserved]

~~On November~~Item 8,7. ~~2023,~~Management’s ~~the~~Discussion ~~Company~~and ~~issued~~Analysis ~~20,000 shares~~ of ~~common~~Financial ~~stock~~Condition toand anResults ~~investor~~of ~~for $20,000.~~Operations

OnThe following ~~November~~discussion ~~10,~~and ~~2023,~~analysis of our financial condition and results of operations for the ~~Company~~years ~~issued~~ended 25September 30,~~600~~ ~~shares~~2024 ofand ~~common~~2023 ~~stock~~should be read in conjunction with our consolidated financial statements and related notes to anthose ~~investor~~consolidated ~~for~~financial ~~$25,600~~statements that are included elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

OnSpecial Note ~~November~~Regarding ~~13,~~Forward-looking ~~2023, the Company issued 20,000 shares of common stock for $20,000.~~Statements

OnAll statements ~~November~~other 21than statements of historical fact included in this Annual Report Form 10-K including, ~~2023~~without limitation, ~~the~~statements ~~Company~~under “Management’s ~~issued~~Discussion ~~250~~and Analysis of Financial Condition and Results of Operations” regarding our financial position,~~000~~ ~~warrants~~business strategy and the plans and objectives of management for ~~common~~future ~~stock~~operations, toare ~~Good~~forward-looking ~~Works~~statements. ~~Funding~~When used ~~(which~~in isthis ~~controlled~~Annual byReport on Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our ~~Interim~~management, ~~CEO~~identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and ~~CFO~~information currently available to, ~~Judith~~our Smanagement. ~~Miller)~~Actual ~~for~~results could differ materially from those contemplated by the forward-looking statements as a ~~milestone~~result onof ~~their~~a ~~consulting~~number ~~agreement~~of factors, including those set forth under the risk factors and business sections in this Annual Report on Form 10-K.

~~On December 8, 2023, the Company issued 50,000 shares of common stock to an investor for $50,000.~~Overview

OnGenvor ~~December~~Incorporated 11(the “Company” or “Genvor”) was incorporated in Florida on September 26, ~~2023~~2018, ~~the~~as ~~Company~~Allure ~~issued~~Worldwide, 10Inc.,~~000~~ ~~shares~~ and as of ~~common~~November ~~stock~~18, 2019, redomiciled to anNevada. ~~investor~~On ~~for~~June ~~$10~~24,~~000~~ 2022, the Company changed its name to from Allure Worldwide, Inc. to Genvor Incorporated.

OnThe ~~December~~Company’s 13subsidiary, ~~2023,~~Genvor Inc. was incorporated under the ~~Company~~laws ~~issued~~of ~~100,000~~the ~~shares~~State of ~~common~~Delaware ~~stock~~on ~~for~~April ~~$100~~4,~~000~~ 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.

OnDuring ~~December~~May 142019, ~~2023,~~Genvor ~~the~~Inc. ~~Company~~acquired ~~issued 50,000 shares~~Nexion ofBiosciences ~~common~~LLC ~~stock~~(“NBLLC”) tofrom ana ~~investor~~founder for ~~$50~~nominal consideration. NBLLC was formed in the State of Delaware on December 28,~~000~~ 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 ~~December~~January 2011, ~~2023~~2021, the Company ~~issued~~entered 53into an Exchange Agreement (the “Purchase Agreement”) with Genvor Inc.,~~000~~ ~~shares~~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 ~~tfo~~of anthe ~~investor~~merger ~~for~~automatically ~~$53,000~~converted into the right to receive one share of common stock of the Company.

On May 27, 2022, the Acquisition closed, ~~December~~Merger 26Subsidiary merged with and into Old Genvor, ~~2023~~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 50and outstanding common shares upon the closing of the share exchange with Old Genvor,~~000~~ and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock ~~for~~in ~~$50,000~~connection with the Acquisition.

OnAs ~~January~~a 8,result ~~2024~~of the Acquisition, the Company’s business ~~issued~~plan 8is 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,~~000~~ ~~shares~~toxins, ofbacteria, ~~common~~and ~~stock~~fungi ~~for~~that $8destroy their crops. These solutions can result in greater crop yields and economic savings,~~000~~ which can assist in overcoming world-wide food scarcity.

The ~~forgoing~~ ~~securities~~Company’s ~~were~~technology ~~issued~~was indeveloped by ~~reliance~~two onuniversity ~~the~~scientists, ~~exemption~~Dr. ~~from~~Clayton ~~registration~~Yates, ~~provided~~and byDr. ~~Section~~Jesse ~~4(a)(2)~~Jaynes, ofwho ~~the~~shared ~~Securities~~a ~~Act~~mission ofto ~~1933, as~~develop ~~amended,~~crop ~~and~~protection ~~Rule~~technology designed ~~506(b)~~to ~~promulgated~~defend ~~thereunder,~~against ascrop ~~there~~diseases ~~was~~affecting noboth ~~general~~animals ~~solicitation,~~ and ~~the~~humans ~~transactions did not involve a public offering~~alike.

~~Purchase of~~Recent ~~Equity Securities~~Activity

~~None~~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.

15Our 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.

~~Item~~Exploration of international animal health 6research collaborations is underway, including discussions with a leading animal health research company. ~~Selected~~Concurrently, ~~Financial~~we ~~Data~~are intensifying efforts in non-GMO product development and expediting the innovation of novel peptides.

~~As the~~In ~~Company~~August is2024 Genvor awas ~~“smaller~~awarded ~~reporting~~the ~~company,”~~Golden ~~this~~Ticket ~~item~~by ~~is inapplicable~~Bayer.

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~17

~~This Annual~~Strategic ~~Report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended,~~Collaboration 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-K. Investors should carefully consider all of such risks before making an investment decision with ~~respect to~~Bayer: ~~the~~Golden ~~Company’s~~Ticket stock. The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for the Company. Such discussion represents only the best present assessment from our Management.Award

~~DESCRIPTION~~In 2024, Genvor OFwas ~~COMPANY~~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.

~~Genvor~~This collaboration ~~Incorporated~~enables ~~(the~~Genvor ~~“Company”)~~to ~~was~~accelerate ~~incorporated~~development inand ~~Florida~~commercialization onof ~~September~~its ~~26,~~proprietary ~~2018,~~peptide-based ascrop ~~Allure~~protection ~~Worldwide, Inc.,~~ and astrait ~~of November~~technologies. ~~18,~~Genvor’s ~~2019,~~platform ~~redomiciled~~leverages toantimicrobial ~~Nevada.~~peptides On(AMPs) ~~June~~to ~~24,~~enhance ~~2022,~~disease ~~the~~resistance ~~Company~~and ~~changed~~crop ~~its~~performance ~~name~~through toboth biological ~~from~~sprays ~~Allure~~and ~~Worldwide,~~genetic ~~Inc.~~trait ~~to Genvor Incorporated~~innovation.

~~The Company~~Bayer’s ~~was~~selection ~~originally~~of ~~formed~~Genvor ~~with~~from a ~~the~~global ~~intention~~pool of ~~seeking~~applicants tounderscores ~~acquire~~ the ~~assets~~scientific orand ~~shares~~commercial potential of anour ~~entity actively engaged in business which generates revenues, in exchange for its securities~~approach. OnThe ~~January~~Golden ~~11,~~Ticket ~~2021,~~program ~~the Company entered into an Exchange Agreement (the “Purchase~~aligns ~~Agreement”)~~ with ~~Genvor~~Bayer’s ~~Inc.,~~broader acommitment ~~Delaware corporation (“Genvor”)~~ to ~~acquire~~regenerative ~~(the~~agriculture ~~“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~~cutting-~~owned~~edge ~~subsidiary~~crop ofprotection ~~the Company~~solutions, ~~Genvor~~providing ~~Acquisition Corp., a Delaware corporation, would merge (the “Merger”)~~critical ~~with~~resources ~~and~~to ~~into~~advance Genvor,’s ~~with~~mission ~~each share~~ of ~~Genvor~~sustainable ~~common~~innovation ~~stock~~in ~~issued~~global ~~immediately prior to the time of the merger automatically converted into the right to receive one share of common stock of the Company~~agriculture.

~~On May~~Going 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.Concern

~~As a~~These ~~result~~consolidated offinancial ~~the~~statements have ~~Acquisition,~~been ~~the~~prepared ~~Company’s~~assuming ~~business plan is~~ that ~~Genvor~~the Company will becontinue ~~continuing~~as ~~its~~a ~~research~~going ~~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~~concern, ~~toxins,~~which ~~bacteria~~contemplates, ~~and~~among ~~fungi~~other ~~that~~things, ~~destroy~~the ~~their crops. These solutions can result in greater crop~~realization ~~yields~~of assets and ~~economic~~the ~~savings,~~satisfaction ~~which~~of ~~can~~liabilities ~~assist~~ in ~~overcoming~~the ~~world-wide~~normal ~~food~~course ~~scarcity~~of business.

~~The~~Several conditions and events cast substantial doubt about the Company’s ~~technology~~ability ~~was~~to ~~developed~~continue byas ~~two~~a ~~university~~going ~~scientists, Dr~~concern. ~~Clayton~~The ~~Yates,~~Company requires capital for its contemplated operational and Drmarketing activities to take place. ~~Jesse~~As ~~Jaynes,~~reflected ~~who~~in ~~shared~~the aaccompanying ~~mission to~~consolidated ~~develop~~financial ~~crop~~statements, ~~protection~~the ~~technology~~Company ~~designed~~had working tocapital ~~defend~~deficit ~~against~~of ~~crop~~approximately ~~diseases~~$1,728,000 ~~affecting~~at ~~both~~September ~~animals~~30, 2024 and ~~humans~~had ~~alike.~~incurred ~~The Company’s~~recurring ~~technology~~net islosses ~~currently~~and ~~being~~generated negative ~~advanced~~cash byflow ~~the~~from ~~USDA~~operating inactivities ~~corn~~of ~~seed~~approximately ~~varieties~~$2,885,000 and ~~with~~$976,000 ~~U.S.~~for ~~Sugar~~the inyear ~~citrus trees~~ended September 30, 2024, respectively.

The Company’s ability ~~headquarters~~to israise ~~located~~additional atcapital ~~201~~through Sdebt or future issuances of capital stock is unknown. ~~Elliott~~The ~~Road~~obtainment of additional financing, ~~Suite~~the ~~538~~successful development of the Company’s contemplated plan of operations, ~~Chapel~~and ~~Hill~~its transition, NCultimately, to the attainment of profitable operations are necessary for the Company to continue operations. ~~27514~~The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

16The accompanying 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 we be unable to continue as a going concern.

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

~~Plan~~Use of ~~Operation~~Estimates

~~Genvor~~The preparation ~~Incorporated~~of (the ~~“Company”~~consolidated orfinancial statements in conformity with accounting principles generally accepted in the United States of America (“~~Genvor~~U.S. GAAP”) ~~was~~requires ~~incorporated~~management into ~~Florida~~make onestimates ~~September~~and ~~26,~~assumptions ~~2018,~~that asaffect ~~“Allure~~the reported amounts of assets and ~~Worldwide,~~liabilities ~~Inc.,”~~and disclosure of contingent assets and asliabilities at the date of ~~November~~the ~~18,~~financial ~~2019,~~statements ~~redomiciled~~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 consolidated financial statements and accompanying notes. Making estimates requires management to ~~Nevada~~exercise significant judgment. It Onis ~~June~~at ~~24,~~least ~~2022~~reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the ~~Company~~date ~~changed~~of the financial statements, which management considered in formulating its ~~name~~estimate, tocould ~~from~~change ~~“Allure~~in the near term ~~Worldwide,~~due ~~Inc~~to one or more future confirming events.” toAccordingly, ~~“Genvor~~the ~~Incorporated~~actual results could differ significantly from those estimates.”

~~The Company~~Significant ~~was originally formed with the intention of seeking to acquire the assets or shares of an entity actively engaged in business~~estimates ~~which~~during ~~generates revenues, in exchange for its securities. On January 11, 2021,~~ the ~~Company~~years ~~entered~~ended ~~into~~September ~~an Exchange Agreement (the “Purchase Agreement”) with Genvor Inc.~~30, a2024 ~~Delaware corporation (“Genvor”) to acquire (the “Acquisition”) Genvor. On March 2, 2022, the Company~~ and ~~Genvor~~2023 ~~entered~~include ~~into a merger agreement (~~the ~~“Merger~~valuation ~~Agreement”)~~of todeferred ~~consummate~~tax ~~the~~assets ~~Acquisition,~~ and ~~pursuant to which a wholly-owned subsidiary of~~ the ~~Company,~~associated ~~Genvor~~valuation ~~Acquisition Corp.~~allowances, ~~a Delaware corporation, would merge (the “Merger”)~~ ~~with~~ and ~~into Genvor, with each share of Genvor common stock issued immediately prior to~~ the ~~time~~valuation of ~~the merger automatically converted into the right to receive one share of common~~ stock-based ~~of the Company~~compensation.

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~~Income ~~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.~~Taxes

~~Genvor~~Income taxes are accounted for pursuant ~~History~~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.

~~The~~Deferred tax is accounted for using the ~~Company’s~~balance ~~subsidiary,~~sheet ~~Genvor~~liability ~~Inc.~~method ~~was~~in ~~incorporated~~respect ~~under~~of temporary differences arising from differences between the ~~laws~~carrying amount of assets and liabilities in the ~~State~~financial ofstatements ~~Delaware~~and onthe ~~April~~corresponding 4,tax ~~2019,~~basis asused ~~“Nexion~~in ~~Biosciences Inc~~the computation of assessable tax profit. In principle,” ~~and~~deferred ontax ~~January~~liabilities ~~22,~~are ~~2020~~recognized for all taxable temporary differences, ~~its~~and ~~name~~deferred ~~was~~tax ~~changed~~assets are recognized to ~~“Genvor~~the ~~Inc.”~~extent ~~Genvor~~that ~~Inc.~~it ~~develops~~is ~~plant-based~~probable ~~defense~~that ~~technology designed~~taxable toprofit ~~help~~will ~~farmers~~be ~~achieve~~available ~~global~~against ~~food~~which ~~security~~deductible temporary differences can be utilized.

~~During~~Deferred tax is calculated using tax rates ~~May~~that ~~2019,~~are ~~Genvor~~expected ~~Inc.~~to ~~acquired~~apply ~~Nexion~~to ~~Biosciences~~the ~~LLC~~period ~~(“NBLLC”)~~when ~~from~~the aasset ~~founder~~is ~~for~~realized ~~nominal~~or ~~consideration~~the liability is settled. ~~NBLLC~~Deferred ~~was~~tax ~~formed~~is charged or credited in the ~~State~~income ofstatement, ~~Delaware~~except onwhen ~~December~~it 28is related to items credited or charged directly to equity, ~~2018~~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.

~~Genvor’s technology~~Stock-based 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. Genvor’s technology is currently being advanced by the USDA in corn seed varieties and with U.S. Sugar in citrus trees.Compensation

~~Genvor’s~~The Company accounts for stock-based compensation ~~headquarters~~by ismeasuring ~~located~~and atrecognizing ~~201~~compensation S.expense ~~Elliott~~for ~~Road~~all share-based awards, ~~Suite~~including ~~538~~stock warrants and stock grants, ~~Chapel~~based on ~~Hill~~estimated grant-date fair values. The Company measures employee and nonemployee awards at the date of grant, ~~North~~which ~~Carolina~~generally is ~~27514~~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.

~~Genvor’s~~The Company uses the straight-line attribution ~~Operations~~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.

~~Overview~~Recent Accounting Standards

~~Genvor’s~~For ~~technology~~details ~~was developed~~of byapplicable ~~two~~new ~~university scientists~~accounting standards, ~~Dr. Clayton Yates~~please, ~~and~~refer ~~Dr. Jesse Jaynes, who share a common mission~~ to ~~develop~~Recent ~~crop protection~~Accounting ~~technology~~Standards toin ~~defend~~Note ~~against~~2 ~~deadly~~of ~~crop~~our ~~diseases,~~consolidated ~~which~~financial ~~ultimately~~statements ~~impact~~accompanying ~~both~~this ~~animals and humans alike~~report. ~~Genvor’s technology is currently being advanced by the USDA in corn seed varieties.~~

~~Dr.~~RESULTS ~~Jaynes~~OF ~~has, over decades, perfected techniques for synthesizing and modifying anti-microbial peptides (“AMPs”).1~~OPERATIONS

~~Genvor is~~Comparison ~~a research and development (“R&D”) company, advancing the next generation~~ of ~~sustainable~~Results ~~plant health solutions, which are designed to fight debilitating and deadly plant diseases, such as bacteria and fungi, in a broad spectrum~~ of ~~crop types through its~~Operations ~~proprietary~~for ~~library of patented anti-microbial peptides, or AMPs. These AMPs can be applied to plants in~~ the ~~form~~Years ofEnded ~~non-chemical~~September ~~seed traits (“Transgenic” seed traits) – which imbue seeds with the desired traits~~30, ~~allowing~~2024 ~~plants to naturally produce Genvor’s AMPs – as well as a topical spray (“Bio-pesticide”) application. The AMPs are intended to help farmers worldwide achieve healthier~~ and ~~more productive crops, boosting yields and overcoming potentially catastrophic losses.~~2023

1 See, e.g., Rajasekaran, K. Jaynes, J.M. and Cary, J.W. (2009) Transgenic Expression of Lytic Peptides in Food and Feed Crops to Control Phytopathogens and pre-harvest Mycotoxin Contamination. In: Mycotoxin Prevention and Control in Agriculture, Chapter 9, pp 119-142. American Chemical Society Symposium Vol. 1031.Revenues

17We did not earn any revenues during the years ended September 30, 2024 and 2023.

~~With critical~~Operating global crop losses directly caused by plant disease exceeding $220 billion annually,2 solutions utilizing peptide technology are actively being evaluated worldwide. Genvor’s proprietary library of patented peptides, utilizing only naturally occurring substances, has been proven to enhance a plant’s ability to defend itself. In addition to crop disease defense, Genvor has created nutritional enhancement peptides (“NEPs”) which increase protein output by 5-10x in poultry and swine feed, such as corn or sweet potato, intended to deliver higher economic yields for farmers. Genvor’s approach does not use any harsh chemicals, which upon adoption should lead to reduced greenhouse gas emissions while conserving topsoil as compared to traditional petrochemical-based solutions. These technologies should translate into substantial savings for potential customers, while concurrently providing a more sustainable solution for organic or environmentally conscious growers.Expenses

~~Below~~For isthe ayears ~~summary~~ended ofSeptember ~~Genvor’s~~30, ~~peptide~~2024 ~~development~~and ~~process.~~2023, operating expenses consisted of the following:

2 https://www.fao.org/news/story/en/item/1402920/icode/.

	Years Ended September 30,
	2024		2023
Research and development expenses	$	240,263	$	82,500
Advertising and marketing expenses		84,183		—
Professional fees		1,071,509		672,064
Compensation and related benefits		1,317,286		771,856
Other general and administrative		69,806		(87,734	)
	$	2,783,047	$	1,438,686

1819

~~Commercialization of~~● ~~seed~~For ~~traits~~the ~~for~~year ~~corn,~~ended ~~soy~~September ~~and~~30, ~~cotton~~2024, isresearch ~~among~~and ~~the~~development ~~Company’s~~expenses ~~immediate~~increased ~~goals~~by $157,763, ~~while~~or ~~simultaneously developing an effective topical spray~~191.2%, ~~and~~as ~~continued~~compared ~~research~~to ~~into~~ the ~~nutritional~~year ~~enhancement~~ended ofSeptember ~~feed~~30, ~~for~~2023. ~~swine~~The ~~and~~increase ~~poultry.~~was ~~Genvor~~primarily ~~protects~~due ~~its~~to ~~comprehensive~~increased ~~library of~~research 24projects ~~proprietary~~in ~~peptides~~the ~~with~~year ~~two~~ended ~~issued~~September ~~United~~30, ~~States~~2024. ~~patents,~~We ~~and~~expect athat ~~third~~our ~~patent~~research ~~pending~~and ~~covering~~development anexpenses ~~additional~~will 16likely ~~peptides.~~remain ~~The following~~at ~~chart~~its ~~describes~~current ~~Genvor’s~~level ~~peptide~~with ~~development~~minimal ~~pipeline,~~increase ~~showing~~in the ~~relative~~near ~~stages of different peptides and crop applications:~~future.

~~Addressing a~~● For the year ended September 30, 2024, advertising and marketing expenses increased by $~~220~~84,183, ~~Billion~~or ~~Global~~100.0%, ~~Economic~~as compared to the year ended September 30, 2023. The increase was primarily due to increased advertising activities in the year ended September 30, 2024. We expect that our advertising and ~~Health~~marketing ~~Risk~~expenses will likely remain at its current level with ~~Proven~~minimal ~~Solutions~~increase in the near future.

~~Food production~~● ~~must~~Professional ~~double~~fees byprimarily ~~2050~~consisted toof ~~meet~~accounting ~~the~~fees, ~~food~~audit ~~demand~~fees, oflegal ~~the~~service ~~global~~fees, ~~population’s~~consulting ~~expected~~fees, ~~growth~~investor torelations ~~9.6~~service ~~billion~~charges, ~~people.~~and ~~Annual crop~~other ~~losses~~fees. ~~due~~For tothe ~~plant~~year ~~pathogens~~ended ~~and~~September ~~viruses~~30, ~~are~~2024, ~~now~~professional ~~estimated~~fees toincreased ~~exceed~~by $~~220~~399,445 ~~billion~~or ~~globally~~59.34% ~~Alarming~~as compared to the ~~United States~~year ~~Food~~ended ~~and~~September ~~Drug~~30, ~~Administration~~2023, ~~(“FDA”)~~which iswas ~~the~~primarily ~~fungi~~attributable ~~“Aspergillus~~to ~~Flavus,”~~an ~~which~~increase ~~produces~~in ~~Aflatoxins~~investor relations service chargers of approximately $166,000 aresulting ~~toxic carcinogenic~~from ~~compound~~the ~~known~~increased investor relations services to ~~cause~~enhance ~~liver~~the ~~cancer~~visibility inof ~~humans~~our ~~and~~company, ~~animals.~~an ~~Humans~~increase ~~infected~~in ~~with~~accounting ~~Aspergillus~~fees ~~Flavus~~of ~~often~~approximately ~~have~~$127,000 ~~reduced~~mainly ~~or compromised~~due ~~immune~~to ~~systems.~~the ~~Contamination~~increase ofin ~~corn~~stock-based ~~with~~compensation ~~acutely~~of ~~toxic~~$100,000 ~~and~~which ~~carcinogenic~~reflected ~~aflatoxin~~the isvalue aof ~~major~~warrants ~~human~~granted and ~~livestock~~vested ~~health risk~~in the year ended September 30, ~~estimated~~2024, toan ~~cost~~increase ~~the~~in ~~U.S.~~recruiting ~~corn~~service ~~industry~~fees ~~between~~of $5290,000, ~~million~~ and an increase in other miscellaneous items of approximately $117,000.7 ~~billion~~We ~~annually~~expect that our professional fees will remain at their current level with minimal increases in the near future.4

● For the year ended September 30, 2024, compensation and related benefits increased by $545,430, or 70.7%, as compared to the year ended September 30, 2023. The ~~below~~significant ~~image~~increase ~~shows~~was primarily attributable to an ~~infected~~increase ~~crop~~in ~~leaf~~stock-based compensation of $350,000 awhich reflected the value of warrants and common ~~sight~~stock ~~for~~granted ~~farmers facing~~and ~~these~~vested ~~types~~to our management in the year ended September 30, 2024, and an increase in cash compensation of ~~crop~~approximately ~~contamination~~$195,000 ~~issues:~~due to the increased personnel. We expect that our compensation and related benefits will continue to increase in the near future since we amended our chief executive officer’s employment agreement in December 2024.

~~3 Id~~● Other general and administrative expenses mainly consisted of OTC listing fee, office supplies, travel and entertainment expenses, and other miscellaneous items. For the year ended September 30, 2024, other general and administrative expenses increased by $157,540, or 179.6%, as compared to the year ended September 30, 2023. The increase was mainly due to increased travel and other business activities.

~~4 Broad-Spectrum~~Loss ~~Antimicrobial~~from ~~Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.~~Operations

19As a result of the foregoing, for the year ended September 30, 2024, loss from operations amounted to $2,783,047, as compared to $1,438,686 for the year ended September 30, 2023, representing an increase of $1,344,361, or 93.4%.

~~Aflatoxin contamination~~Other causes market rejection of infected crops, as well as animal and human health impacts. The USDA has imposed strict guidelines for crop inspection and discovery of diseased crops caused by Aflatoxins. Both planted fields and harvested crops found to be contaminated exceeding permitted testing levels must be destroyed, at a loss to the farmer, who is often exposed to catastrophic economic losses as a result. The guidelines in the European Union are stricter than in the United States, creating a critical market need for sustainable and effective plant health solutions to combat such plant disease.5Expense

~~Industry observers~~Other ~~have~~expense ~~noted~~mainly ~~that~~includes ~~seed~~interest ~~trait expression of AMPs is a promising approach to providing resistance to aflatoxin infection in corn.6 Testing of Genvor’s AMPs by the US Department of Agriculture over a period of six years~~expense, ~~the results of which were published~~loss inon ~~May~~debt ~~2018 and March 2023~~settlement, ~~showed~~default ~~promising~~penalties ~~results~~– inlate ~~defense~~fees ~~against~~on ~~aflatoxins, as seeds infused with Genvor AMPs showed~~ a ~~70%~~note ~~reduction in aflatoxin contamination~~payable, ~~making~~and ~~them~~other ~~promising~~miscellaneous ~~candidates for genetic engineering the next-generation of disease-resistant crops~~expense.7

~~Application~~Other expense, net, totaled $101,911 for the year ended September 30, 2024, as compared to $268,795 for the year ended September 30, 2023, a decrease of ~~Peptides~~$166,884, or 62.1%, which was primarily attributable to a decrease in ~~Plant~~interest ~~Protection~~expense of approximately $26,000, mainly driven by the decrease in outstanding note payable, a decrease in loss on debt settlement of approximately $111,000, and a decrease in default penalties – late fees of $30,000.

Plant pathogens attack crops and lead to serious adverse impacts on their growth. Traditional chemical fungicides are effective in preventing diseases caused by plant pathogens; however, their long-term continuous use has led to plant pathogens developing resistance to those fungicides, and their residues present a risk of harm to humans and the environment. Industry observers believe that more sustainable methods to control plant diseases are urgently needed.8 Naturally occurring AMPs mediate the innate host defense and can be used as immune inducers. Given their high specificity, rapid degradation, and efficacy, AMPs are expected to be a promising first line of defense against fungi, viruses, and bacteria. Some industry observers believe that peptides will likely become mainstream tools for plant protection in the future.920

~~5 Id.~~Income Taxes

~~6 Science~~We ~~Direct~~did –not ~~Advanced~~have any ~~Agrochem:~~income ~~Volume~~taxes 2,expense ~~Issue 1, March 2023, Pages 58-78, Peptides, new tools~~ for ~~plant~~the ~~protection~~years ~~in eco-agriculture.~~ended ~~Yi-Meng~~September ~~Zhang~~30, ~~De-Xing~~2024 ~~Ye,~~and ~~Yan~~2023 ~~Liu,~~since ~~Xin-Yuan~~we ~~Zhang,~~incurred ~~Yuan-Lin~~losses ~~Zhou,~~in Lithese ~~Zhang, Xin-Ling Yang~~periods.

~~7 Broad-Spectrum~~Net ~~Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.~~Loss

8As ~~Donley~~a N.result ~~The~~of ~~USA~~the ~~lags~~factors ~~behind~~described ~~other~~above, ~~agricultural~~our ~~nations~~net inloss ~~banning~~was ~~harmful~~$2,884,958, ~~pesticides~~or $0.15 ~~Environ~~per ~~Health~~share ~~Glob~~(basic ~~Access~~and ~~Sci~~diluted), ~~Source.~~for the year ended ~~2019;18(~~September 30, 2024, as compared to $1,707,481, or $0.09 per share (basic and diluted)~~:44~~, for the year ended September 30, 2023, an increase of $1,177,477, or 69.0%.

9Liquidity ~~Science Direct~~and ~~– Advanced Agrochem: Volume 2, Issue 1, March 2023, Pages 58-78, Peptides, new tools for plant protection in~~Capital ~~eco-agriculture. Yi-Meng Zhang, De-Xing Ye, Yan Liu, Xin-Yuan Zhang, Yuan-Lin Zhou, Li Zhang, Xin-Ling Yang.~~Resources

20We 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.

~~The~~Liquidity is ~~following~~the isability anof ~~illustration~~a ~~that~~company ~~shows~~to ~~the~~generate ~~mode~~funds ofto ~~action~~support ofits ~~Genvor’s~~current and future operations, satisfy its obligations as they come due and ~~peptides~~otherwise ~~against~~operate on an ongoing basis. At September 30, 2024 and 2023, we had a ~~disease~~cash ~~cell:~~balance of $373 and $44,354, respectively.

~~Genvor’s AMP~~The ~~Technology~~following ~~has~~table ~~Created~~sets forth ~~Significant~~a ~~Economic~~summary ~~Opportunities~~of changes in aour ~~Broad~~working ~~Spectrum~~capital ofdeficit ~~Plant~~from ~~Types~~September 30, 2023 to September 30, 2024:

	September 30,			September 30,			Changes in
	2024			2023			Amount			Percentage
Working capital deficit:
Total current assets	$	21,678		$	66,329		$	(44,651	)		(67.3	)%
Total current liabilities		1,749,710			1,787,059			(37,349	)		(2.1	)%
Working capital deficit	$	(1,728,032	)	$	(1,720,730	)	$	(7,302	)		0.4	%

~~Genvor’s~~Our working capital deficit ~~peptides~~increased ~~have~~by ~~proven~~$7,302 ~~effective~~to on$1,728,032 ~~corn~~at ~~and~~September ~~show~~30, ~~broad~~2024 ~~spectrum~~from ~~effectiveness~~$1,720,730 ~~for~~at ~~other~~September ~~crop~~30, ~~types10~~2023. ~~for~~The ~~most~~increase ~~known~~in ~~bacteria and~~working ~~fungi~~capital ~~within~~deficit was aprimarily ~~single~~attributable ~~product~~to ~~solution.~~an ~~This~~increase ~~broad-spectrum~~in ~~efficacy~~notes ~~should~~payable beof ~~more~~approximately ~~efficient~~$78,000 ~~for~~which ~~farmers~~was ~~compared~~mainly attributable to the ~~toxic~~late ~~fungicide~~fees capitalized ~~alternatives~~into notes payable in the year ended September 30, ~~which~~2024, ~~are~~an ~~currently~~increase ~~used~~in accrued professional fees of approximately $245,000 which was mainly attributable to ~~combat~~the aincrease ~~single~~in ~~fungi~~professional orservices ~~bacteria~~providers ~~type.~~in ~~Genvor’s~~the ~~technology~~year ~~can~~ended beSeptember ~~delivered~~30, ~~into~~2024, ~~plants~~an increase in accrued research byand ~~both~~development ~~bioengineered~~fees ~~seed~~of ~~traits~~approximately $195,000 asdue ~~well~~to asthe ~~through~~increased ~~bio-fungicide~~research ~~(topical~~projects ~~spray)~~in ~~application.11~~the ~~There~~year isended noSeptember ~~evidence~~30, of2024, and an increase ~~pathogens~~in ~~developing~~accrued ~~resistance~~payroll liability and compensation of approximately $238,000 which was primarily attributable to we hired a ~~Genvor’s~~full ~~designed~~time ~~AMPs.~~CEO Atin January ~~this~~2024 ~~point~~and inhis ~~time~~salary was accrued and unpaid commencing on May 1, ~~AMPs~~2024, ~~show~~offset by a ~~likelihood~~decrease ofin ~~killing~~convertible ~~pathogens~~notes payable of approximately $493,000 resulting from conversion of notes payable into our common stock and warrants in ~~berries,~~the ~~corn,~~year ~~cannabis,~~ended ~~wheat,~~September ~~cotton~~30, ~~citrus~~2024, and ~~peanuts~~a decrease in accrued liabilities and other payables of approximately $236,000 driven by the payments made to our related parties in the year ended September 30, 2024.

~~What are Peptides Exactly?~~21

~~Peptides~~Cash ~~are~~Flows ~~broadly~~for ~~utilized~~the inYear ~~medicine,~~Ended ~~cosmetics,~~September ~~healthcare products~~30, ~~animal~~2024 ~~nutrition~~Compared ~~and health, and plant nutrition and protection. In recent years, they’ve become active research subjects~~ to ~~protect~~the ~~plants~~Year ~~from~~Ended ~~bacteria,~~September ~~viruses~~30, pests, and weeds, as antimicrobial and immune inducers, plant growth regulators, insecticides, and herbicides. This is due to their extensive raw material sources, excellent activity, and ideal environmental compatibility.2023

~~Peptides~~The ~~are~~following ~~short-chain~~table ~~biomolecules~~summarizes ofthe ~~between~~key 2components ~~and~~of 50our ~~amino~~cash ~~acids,~~flows ~~linked~~for bythe ~~peptide~~years ~~bonds.~~ended ~~Based~~September ~~on their sources~~30, ~~peptides~~2024 ~~can be categorized as natural or artificially synthesized. Most natural peptides are from animals, plants,~~ and microorganisms. Both natural and synthetic peptides can be produced through chemical synthesis, biological fermentation, gene recombination and other methods. Peptides are ubiquitous in living organisms and modulate many physiological processes, making them a common research subject in medicine, cosmetics, and agriculture.122023:

10 Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.

	Years Ended September 30,
	2024			2023
Net cash used in operating activities	$	(975,641	)	$	(864,557	)
Net cash provided by financing activities		931,660			612,525
Net decrease in cash	$	(43,981	)	$	(252,032	)

11Net Idcash flow used in operating activities for the year ended September 30, 2024 was $975,641, which primarily reflected our consolidated net loss of approximately $2,885,000, and the changes in operating assets and liabilities, primarily consisting of a decrease in accrued liabilities and other payables of approximately $236,000 due to the payments made to our related parties in the year ended September 30, 2024, offset by an increase in accrued professional fees of approximately $245,000 resulting from the increase in professional services providers in the year ended September 30, 2024, an increase in accrued research and development fees of approximately $195,000 driven by the increased research projects in the year ended September 30, 2024, and an increase in accrued payroll liability and compensation of approximately $238,000 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 the non-cash item adjustments, primarily consisting of late fee capitalized into notes payable of $90,000, and stock-based compensation and service expense of approximately $1,363,000 which was mainly attributable to the value of warrants granted and vested in the year ended September 30, 2024 of approximately $1,007,000 and the value of our common stock granted in the year ended September 30, 2024 of approximately $356,000.

12Net ~~Science~~cash ~~Direct~~flow –used ~~Advanced~~in ~~Agrochem:~~operating ~~Volume~~activities 2,for ~~Issue~~the 1,year ~~March~~ended ~~2023~~September 30, ~~Pages~~2023 ~~58-78,~~was ~~Peptides~~$864,557, ~~new~~which ~~tools~~primarily ~~for~~reflected ~~plant~~our consolidated ~~protection~~net loss of approximately $1,707,000, and the changes in ~~eco-agriculture.~~operating ~~Yi-Meng~~assets ~~Zhang~~and liabilities, ~~De-Xing~~primarily Yeconsisting of a decrease in accrued payroll liability and compensation of approximately $166,000, ~~Yan~~and ~~Liu~~a decrease in USDA CRADA liability of approximately $246,000, offset ~~Xin-Yuan~~by ~~Zhang~~an increase in accrued professional fees of approximately $139,000, ~~Yuan~~and the non-~~Lin~~cash ~~Zhou~~item adjustments, Liprimarily ~~Zhang~~consisting of loss on debt settlement of $105,000, ~~Xin~~and stock-~~Ling~~based ~~Yang~~compensation and service expense of approximately $963,000.

21Net cash flow provided by financing activities was $931,660 for the year ended September 30, 2024, as compared to $612,525 for the year ended September 30, 2023. During the year ended September 30, 2024, we received proceeds from issuance of convertible debt and warrants of $20,000 and proceeds from sale of common stock of approximately $912,000. During the year ended September 30, 2023, we received proceeds from notes payable of $250,000 and proceeds from sale of common stock of approximately $363,000.

~~How~~The following dotrends ~~Peptides~~are ~~Work~~reasonably ~~Against~~likely ~~Diseases?~~to result in a material decrease in our liquidity over the near to long term:

~~Through seed~~● ~~traits,~~an ~~plant~~increase ~~seeds~~in ~~are~~working ~~genetically~~capital ~~coded~~requirements to ~~produce~~finance ~~AMPs.~~our ~~Upon~~current encountering a disease microbe, AMPs penetrate the cell wall of the target disease microbe, causing the contents of the disease microbe to spill out, destroying the disease cell. The same effect is foreseen in the utilization of the topical spray.business;

~~Delivery by~~● ~~Transgenic~~the ~~Seed~~use ~~Traits~~of capital for acquisitions and the development of business opportunities; and

~~In North~~● ~~America,~~ the ~~seed~~cost ~~trait market is currently estimated to exceed $10 billion. The adoption~~ of ~~crop seeds with enhanced traits has been staggering with over 75% of U.S. corn, cotton and soybeans~~ being ~~produced~~a ~~using~~public ~~seeds with enhanced traits~~company.13

~~The~~In ~~following~~addition, ~~image~~the impact ~~shows~~that ~~corn~~the ~~with~~imposition ~~Genvor’s~~of ~~seed~~tariffs ~~traits,~~and ~~which~~changes ~~is currently~~to ~~growing~~global intrade apolicies ~~USDA~~could ~~facility~~have ~~for~~on ~~study:~~our results of operations is uncertain.

~~Corn~~Based upon our ~~with~~current ~~Genvor~~financial ~~Seed~~condition, ~~Traits~~we ~~Growing~~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 ~~USDA~~a ~~Facility~~private equity offering to secure funding for ~~Study~~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.

~~Delivery by Topical Spray (Bio-fungicide)~~Inflation

The ~~rising~~effect ~~global demand for organic foods, the trend in the reduction~~ of ~~chemical~~inflation ~~residues,~~on ~~stricter~~our ~~import~~operating ~~and~~results ~~supermarket~~was ~~standards,~~not ~~shorter pre-harvest~~significant ~~intervals, a push~~ for ~~sustainability, growing food scarcity,~~ the ~~phase~~years ~~out~~ended ofSeptember ~~synthetic agricultural chemicals~~30, ~~along~~2024 with the market’s demand for additional modes of action to manage resistance, has resulted in biologicals being one of the fastest-growing sectors in the crop protection market, increasing at twice the compound annual growth rate of the crop protection market as a whole.14 The global agricultural biologicals market was approximately $9.5 billion in 2019 and ~~is expected to grow to approximately $19~~2023.7 billion by 2026.15 Unlike synthetic chemicals, bio-fungicides are derived from configurations of amino acids and proteins occurring in nature; therefore they do not contaminate soil, water, turf, beneficial insects, birds, fish, and non-targeted plants. 16

~~13 https://www~~Item 7A.~~fortunebusinessinsights.com/industry-reports/genetically-modified-seeds-market-100389.~~ Quantitative and Qualitative Disclosures about Market Risk

14As a ~~https://www.researchandmarkets.com/reports/5317983/agricultural~~smaller reporting company, as defined in Rule 12b-~~biologicals-market-forecasts-from~~2 of the Exchange Act, we are not required to provide the information required by this Item.

~~15 Id.~~22

16Item Id8. Financial Statements and Supplementary Data

22GENVOR INCORPORATED AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023

~~USDA Partnership – Benefits of a CRADA~~CONTENTS

Report of Independent Registered Public Accounting Firm (PCAOB No. 474)	F-2

Report of Independent Registered Public Accounting Firm (PCAOB No. 76)	F-3

Consolidated Financial Statements:

Consolidated Balance Sheets - As of September 30, 2024 and 2023	F-4

Consolidated Statements of Operations - For the Years Ended September 30, 2024 and 2023	F-5

Consolidated Statements of Changes in Stockholders’ Deficit - For the Years Ended September 30, 2024 and 2023	F-6

Consolidated Statements of Cash Flows –For the Years Ended September 30, 2024 and 2023	F-7

Notes to Consolidated Financial Statements	F-8

~~Genvor’s Peptides are proven effective in corn seed traits.~~F-1

AsREPORT aOF ~~result~~INDEPENDENT ofREGISTERED ~~the~~PUBLIC ~~USDA~~ACCOUNTING and Genvor partnership through the CRADA, the effectiveness of Genvor’s solutions in protecting against Aflatoxins in corn seed has been established, with the probability that this technology can effectively be applied to other crop types.17 Genvor is expecting an extension of the CRADA to continue the studies of Genvor’s 4th generation of its peptides (GNV-185 and GNV-187) towards commercialization. The Company now has the technology to move its superior AMPs from the research lab and greenhouse to the field, with the goal of commercially producing Genvor’s AMPs at a desirable price point for cost-effective and broad-based agricultural use.FIRM

~~What~~To the isBoard aof ~~USDA~~Directors ~~CRADA~~and ~~Worth~~Stockholders ~~to Genvor?~~of

In the United State, it often takes eight years and $136 million to develop and bring a new seed trait through regulatory to the marketplace.18 The value of a CRADA, utilizing the USDA’s existing labs, know-how, research, fields, greenhouses, and oversight to develop a Seed Trait for corn, is significant as it allows Genvor ~~to bring seed traits to market with substantially~~ ~~less~~Incorporated capital investment. For its CRADA in corn, Genvor’s contribution was under $700,000, primarily for a dedicated scientist to work onsite at the USDA facility over the years. Genvor is expecting to continue R&D of its anti-microbial and nutritional enhancement peptides (“NEPs”) for poultry and swine feed through additional CRADAs with the USDA. In addition, Genvor is planning to apply for a CRADA for Aflatoxins in peanuts. The USDA partnership is based upon the confidence and proof of concept found in Genvor’s solutions.Subsidiaries

~~Below is a chart showing the average surveyed development costs of bringing~~Opinion aon ~~new plant trait to market in~~ the ~~United~~Financial ~~States:~~Statements

~~Business~~We ~~Strategy:~~have ~~Licensing~~audited ~~First~~the accompanying consolidated balance sheet of Genvor Incorporated and ~~Leveraging~~Subsidiaries ~~R&D~~(the “Company”) as of September 30, 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended September 30, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with ~~Third~~accounting ~~Parties~~principles generally accepted in the United States of America.

~~Genvor’s~~Going business model is to remain capital-light, focused on leveraging its third-party research and development through its initial CRADA with the USDA, and any subsequent CRADAs that may be granted, while also adopting a licensing approach to reduce “cash burn” or the need for significant manufacturing and marketing overhead. Genvor is highly scalable and capital efficient with minimal overhead relative to peers, allowing the Company to focus on core research and development competency. Genvor does not expect revenue until the end of 2025, through the licensing and distribution of either or both the topical spray and seed trait, utilizing licensing and royalty opportunities.Concern

~~Citrus~~The ~~Licensing~~accompanying ~~with~~financial ~~Royalty~~statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency and has not yet generated any revenues. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Genvor~~Basis has established an initial licensing and royalty agreement with Southern Gardens Citrus, a division of U.S. Sugar, operating 6,600 acres of orange groves in Florida, utilizing Genvor’s AGM-176 and AGM-179 peptides, proving the effectiveness of these peptides on the crippling problems of canker on citrus crops. While 5+ years of studies showed the effectiveness of Genvor’s AGM-176 and AGM-179, Southern Gardens has not yet taken the usage of these solutions through regulatory approval for ~~commercialization, which should generate royalty revenue to Genvor following receipt of such approval.~~Opinion

~~17 Broad-Spectrum~~These ~~Antimicrobial~~financial ~~Activity~~statements are the responsibility of ~~Synthetic~~the ~~Peptides~~Company’s ~~GV185~~management. ~~and~~Our ~~GV187,~~responsibility ~~Rebecca~~is R.to ~~Sweany,~~express ~~Jeffrey~~an W.opinion ~~Cary,~~on ~~Jesse~~the MCompany’s financial statements based on our audit. ~~Jaynes~~We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~Kanniah~~are ~~Rajasekaran,~~required to be independent with respect to the Company in accordance with the U.S. federal ~~March~~securities ~~20,~~laws ~~2023~~and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

18We conducted ~~https://geneticliteracyproject~~our audit in accordance with the standards of the PCAOB.~~org/gmo-faq/what-does-it-take-~~ Those standards require that we plan and perform the audit to~~-bring-a-new-gm-product-~~ obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to~~-market/~~ error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

23Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Discussions~~Critical ~~with~~Audit ~~Additional Third-Party Crop Growers~~Matters

~~Genvor~~Critical isaudit inmatters ~~discussions~~are ~~with~~matters ~~other~~arising ~~major~~from ~~growers~~the ofcurrent ~~other~~period ~~crop~~audit ~~types~~of ~~regarding~~ the ~~potential~~financial ~~funding~~statements ofthat ~~Genvor’s~~were ~~costs~~communicated ofor ~~research~~required ~~and~~to be ~~development~~communicated ~~through~~ to ~~seed~~the ~~traits,~~audit ~~topical~~committee ~~spray,~~and orthat: ~~both~~(1) –relate ~~all~~to asaccounts aor ~~solution~~disclosures tothat ~~fight~~are ~~toxins,~~material ~~bacteria~~to orthe ~~fungi~~financial ~~that~~statements ~~damage various~~and ~~spectrums~~(2) ofinvolved ~~crop~~our ~~types.~~especially Achallenging, ~~licensing~~subjective, ~~and~~or ~~royalty~~complex ~~agreement~~judgments. ~~with~~We ~~those~~determined ~~growers~~that there are ~~likely~~no ~~outcomes~~critical ofaudit ~~any R&D funding agreement~~matters.

~~Financing~~San ~~Needs~~Francisco, CA

~~Genvor~~Novogradac ~~is currently exploring financing options to generate the cash needed to pay for overhead, marketing, and production of peptides to be used in R~~&D, ~~contributions~~Company to the CRADA and regulatory costs to take existing technology through the process. Additional financing may be required in the event self-funded R&D is needed. There are no plans currently to create Genvor’s own labs, greenhouses or fields or its research with the availability of utilizing existing labs, scientific and regulatory professionals – chiefly through its CRADA with the USDA.LLP

~~Competition~~We have served as the Company’s auditor since 2024.

~~Below~~Plantation, ~~are some of Genvor’s agriscience competitors.~~Florida

~~Invaio~~August ~~Sciences - Peptide maSAMP (https://www.invaio.com/) is used to control citrus Huanglongbing~~1, ~~a destructive disease.~~2025

~~Plant Health Care~~ F- PREtec technology (https://www.planthealthcare.com/), from the American Plant Health Care (PHC) company, was patented in the United States in 2019. Its unique immune-inducing peptides and its mixtures with other products have been recognized for strengthening plant resistance to disease and stress, as well as promoting plant growth. All PREtec peptides are variants of natural proteins and break down rapidly in the environment, leaving no harmful residues on the crop or in the environment. In 2021, PHC launched PHC279 with PREtec technology in Brazil and sold it under the name of Saori™. This product is used as a seed treatment to prevent Asian soybean rust.2

~~PHYTOTECH~~Report ~~LABS FLG22 (https://phytotechlab.com/), from Phytotech, induces the natural immune response. Its sequence was derived from the highly conserved N-terminal region~~ of ~~Pseudomonas~~Independent ~~aeruginosa~~Registered ~~flagellin.~~Public ~~FLG22~~Accounting ~~and its derivatives induce defense responses in Lycopersicon esculentum and Arabidopsis thaliana and have elicitor activity. Many immune induction peptides are in development.~~Firm

~~CEV,~~Board ~~SA (CEV) (https://cev.com.pt/ established in 2006 with the objective~~ of ~~developing~~Directors a new patented protein-based bio-fungicide. The active ingredient is a polypeptide, named BLAD, which is extracted from the germinated seeds of lupines. BLAD’s multi-site targets cell walls, cell membrane and ~~cell metabolism.~~Shareholders

~~Syngenta Global~~Genvor ~~https://www.syngenta.com/en~~Incorporated ~~Syngenta is a world market leader in crop protection products, developing~~ and ~~producing herbicides, insecticides, fungicides and seed treatment products for farmers and growers.~~Subsidiaries

~~Hello Nature~~Opinion -on ~~https://www.hello-nature.com/us/~~the ~~offers~~Consolidated aFinancial ~~range of biotechnological and certified solutions for modern and sustainable agriculture including natural bio-stimulants of vegetal origin, beneficial microbials and organic fertilizers.~~Statements

~~Sym Agro~~We -have ~~https://sym-agro.com/~~audited ~~serves~~the ~~horticultural~~accompanying ~~and~~consolidated ~~agricultural~~balance sheet ~~specialty~~of ~~markets~~Genvor ~~with~~Incorporated anand ~~assortment~~Subsidiaries (the “Company”) as of ~~fertilizers~~September 30, ~~fungicides~~2023, and the related consolidated ~~biologics~~statements of operations, changes in stockholders’ deficit, and ~~pesticides.~~cash ~~ProBlad®~~flows ~~Verde~~for ~~fungicide~~the isyear ~~available~~then inended, and the USrelated ~~for~~notes ~~use~~(collectively referred onto aas ~~variety~~the of“consolidated ~~crops~~financial statements”). In our opinion, ~~including~~the ~~stone~~consolidated ~~fruit~~financial statements present fairly, ~~cane~~in ~~berries,~~all ~~strawberries~~material respects, ~~pome~~the ~~fruits,~~financial ~~grapes,~~position ~~almonds,~~of ~~leafy~~the ~~greens~~Company as of September 30, ~~herbs~~2023, and ~~tomatoes~~the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Innatrix –~~Going Products under development in their pipeline: InnaLB™ (Potato Late Blight) - Peptide product to stop late blight infection, by interfering with critical late blight effectors, InnaNema™ (Soybean Cyst Nematode) Seed treatment product to stop nematode infection and reproduction process on soybean roots, by RNAi technology, and nnaHLB™ (Citrus Greening) Peptide product to stop citrus greening infection by interfering with critical citrus greening effector.Concern

24The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The following~~Basis ~~Management~~for ~~Discussion and Analysis should be read in conjunction with the financial statements and accompanying notes included in this Form 10-K.~~Opinion

~~COMPARISON~~These consolidated financial statements are the responsibility OFof ~~THE~~the ~~YEAR~~Company’s ~~ENDED~~management. ~~SEPTEMBER~~Our ~~30,~~responsibility ~~2023,~~is TOto ~~THE~~express ~~NINE~~an ~~MONTHS~~opinion ~~ENDED~~on ~~SEPTEMBER~~these ~~30,~~consolidated ~~2022~~financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Results~~We conducted our audit in accordance with the standards of ~~Operations~~the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~The~~Our audit included performing procedures to assess ~~following~~the ~~discussion~~risks ~~and~~of ~~analysis~~material misstatement of ~~our~~the consolidated financial ~~condition~~statements, ~~and~~whether ~~results~~due ofto ~~operations~~error ~~should~~or befraud, ~~read~~and inperforming ~~conjunction~~procedures ~~with~~that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. ~~and~~Our ~~notes~~audit ~~thereto~~also ~~for~~included evaluating the ~~year~~accounting ~~ended~~principles ~~September~~used ~~30,~~and ~~2023~~significant estimates made by management, ~~and~~as well as evaluating the ~~nine~~overall ~~months~~presentation ~~ended September~~of ~~30,~~the ~~2022,~~consolidated ~~and~~financial ~~related~~statements. ~~management~~We ~~discussion~~believe ~~herein~~that our audit provides a reasonable basis for our opinion.

~~Our consolidated~~/s/ ~~financial~~Turner, ~~statements~~Stone ~~are~~& ~~stated~~Company, ~~in U~~L.SL. ~~Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”)~~P.

~~Going~~ Turner, ~~Concern~~Stone ~~Qualification~~& Company, L.L.P

~~Several conditions~~We ~~and~~served ~~events cast substantial doubt about the Company’s ability to continue~~ as ~~a going concern. As of September 30, 2023,~~ the Company had an accumulated deficit of $17,719,307, incurred a net loss of $1,707,481 for the year ended September 30, 2023, requires capital for contemplated operational activities to take place. These conditions raise substantial doubt about the Company’s ~~ability to~~auditor ~~continue~~from as2020 ~~a going concern. Management’s plans with respect~~ to operations include raising additional capital through sales of equity or debt securities as may be necessary to pursue such business plans and sustain operations until such time as the Company can merge with or be acquired by another entity2024. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

~~Our operating results for the year ended September 30~~Dallas, ~~2023, and the nine months ended September 30, 2022, and the changes between those~~ ~~periods for the respective items, are summarized as follows:~~Texas

	Year Ended September 30, 2023			Nine Months Ended September 30, 2022
Operating loss	$	(1,438,686	)	$	(4,063,881	)
Total other income (expense)		(268,795	)		(176,228	)
Net loss	$	(1,707,481	)	$	(4,240,109	)

January 16, 2024

~~Revenues~~F-3

WeGENVOR ~~did~~INCORPORATED ~~not~~AND ~~earn~~SUBSIDIARIES CONSOLIDATED ~~any~~BALANCE ~~revenues during the years ended September 30, 2023, or 2022.~~SHEETS

Operating Loss


	September 30,
	2024			2023
ASSETS

CURRENT ASSETS:
Cash	$	373		$	44,354
Prepaid expense		21,305			21,975

Total Current Assets		21,678			66,329

NON-CURRENT ASSETS:
Property and equipment, net		13,902			15,734

Total Non-current Assets		13,902			15,734

Total Assets	$	35,580		$	82,063

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Convertible notes payable	$	7,408		$	500,000
Notes payable		897,000			819,500
Interest payable		121			63,975
Accrued professional fees		253,264			8,309
Accrued research and development fees		194,656			—
Accrued payroll liability and compensation		282,846			44,500
Accrued liabilities and other payables		65,665			302,025
SBA loan		48,750			48,750

Total Current Liabilities		1,749,710			1,787,059

Total Liabilities		1,749,710			1,787,059

Commitments and Contingencies (Note 7)		—

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 September 30, 2024 and 2023		—			—
Series B Preferred Stock, 2,500,000 shares authorized; 2,060,536 shares issued and 1,558,024 shares outstanding at September 30, 2024 and 2023		2,061			2,061
Common stock, $0.001 par value; 300,000,000 shares authorized; 20,029,608 and 19,061,936 shares issued and outstanding at September 30, 2024 and 2023, respectively		20,030			19,062
Additional paid-in capital		19,168,044			16,293,188
Less: series B preferred stock held in treasury, at cost; 502,512 shares at September 30, 2024 and 2023		(300,000	)		(300,000	)
Accumulated deficit		(20,604,265	)		(17,719,307	)

Total Stockholders’ Deficit		(1,714,130	)		(1,704,996	)

Total Liabilities and Stockholders’ Deficit	$	35,580		$	82,063

~~Our~~See ~~loss~~accompanying ~~from~~notes ~~operations decreased~~ to ~~$1,438,686 during~~ the ~~year~~consolidated ~~ended~~financial ~~September 30, 2023, from an operating loss of $4,063,881 in the nine months ended September 30, 2022~~statements. ~~The following table presents operating expenses for the year ended September 30, 2023, and the nine months ended September 30, 2022:~~

	Year Ended September 30, 2023			Nine Months Ended September 30, 2022
Professional fees	$	377,329		$	233,153
Payroll related expenses		171,856			284,746
Research and development		-			-
Stock-based compensation		977,235			3,512,500
Depreciation expense		1,832			1,374
General and administrative expenses		(89,566	)		32,108
Total Operating Expenses	$	1,438,686		$	4,063,881

F-4

25GENVOR INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

We realized an increase in professional fees during the year ended September 30, 2023, as compared to the nine months ended September 30, 2022 primarily as a result of increased accounting, audit, and legal expenses incurred during 2023. Stock-based compensation expenses decreased during the year ended September 30, 2023, as compared to the nine months ended September 30, 2022 primarily as a result of the issuance of shares of common stock.


	For the Years Ended September 30,
	2024			2023

REVENUE	$	—		$	—

OPERATING EXPENSES:
Research and development expenses		240,263			82,500
Advertising and marketing expenses		84,183			—
Professional fees		1,071,509			672,064
Compensation and related benefits		1,317,286			771,856
Other general and administrative expenses		69,806			(87,734	)

Total Operating Expenses		2,783,047			1,438,686

LOSS FROM OPERATIONS		(2,783,047	)		(1,438,686	)

OTHER EXPENSE
Interest expense		(17,693	)		(43,795	)
Gain (loss) on debt settlement		5,826			(105,000	)
Penalties		(90,000	)		(120,000	)
Other expense		(44	)		—

Total Other Expense		(101,911	)		(268,795	)

LOSS BEFORE INCOME TAXES		(2,884,958	)		(1,707,481	)

INCOME TAXES		—			—

NET LOSS	$	(2,884,958	)	$	(1,707,481	)

NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.15	)	$	(0.09	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		19,879,772			19,545,725

~~Net~~See ~~Loss~~accompanying notes to the consolidated financial statements.

The Company incurred a net loss of $1,707,481 during the year ended September 30, 2023, as compared to a net loss of $4,240,109 during the nine months ended September 30, 2022, because of the increased operating expenses during 2022 described above.F-5

~~Liquidity~~GENVOR ~~and~~INCORPORATED ~~Capital~~AND ~~Resources~~SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT For the Years Ended September 30, 2023 and 2024

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.


	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, 2022		9		$	—		—	$	—		38,678,155		$	38,678		$	14,608,815			—		$	—		$	(16,041,937	)	$	(1,394,444	)

Retrospective adoption of ASU 2020-06		—			—		—		—		—			—			(210,779	)		—			—			30,111			(180,668	)

Conversion of common stock into Series B preferred stock		—			—		2,060,536		2,061		(20,605,334	)		(20,605	)		18,544			—			—			—			—

Sale of common stock		—			—		—		—		735,000			735			361,790			—			—			—			362,525

Conversion of note payable into common stock		—			—		—		—		122,115			122			78,511			—			—			—			78,633

Conversion of notes payable into warrants		—			—		—		—		—			—			354,114			—			—			—			354,114

Issuance of warrants for services		—			—		—		—		—			—			962,900			—			—			—			962,900

Conversion of liabilities into common stock		—			—		—		—		32,000			32			19,303			—			—			—			19,335

Issuance of common stock for legal settlement		—			—		—		—		100,000			100			99,990			—			—			—			100,090

Return of treasury stock		(3	)		—		—		—		—			—			—			(502,512	)		(300,000	)		—			(300,000	)

Net loss for the year		—			—		—		—		—			—			—			—			—			(1,707,481	)		(1,707,481	)

Balance, September 30, 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		—			—		—		—		956,600			957			910,643			—			—			—			911,600

Issuance of common stock erroneously omitted from prior year		—			—		—		—		110,000			110			(110	)		—			—			—			—

Issuance of common stock for services		—			—		—		—		301,072			301			355,949			—			—			—			356,250

Issuance of warrants for services		—			—		—		—		—			—			1,007,100			—			—			—			1,007,100

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


Conversion of debt for common stock subscribed		—			—		—		—		—			—			210,000			—			—			—			210,000

Cancellation of common stock		—			—		—		—		(500,000	)		(500	)		500			—			—			—			—

Issuance of common stock upon exercise of stock warrants		—			—		—		—		60,000			60			—			—			—			—			60

Allocated value of warrants related to issuance of convertible debt		—			—		—		—		—			—			13,333			—			—			—			13,333

Net loss for the year		—			—		—		—		—			—			—			—			—			(2,884,958	)		(2,884,958	)

Balance, September 30, 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	)

~~Working~~See ~~Capital~~accompanying notes to the consolidated financial statements.

~~The following table presents our working capital position as of September 30, 2023, and 2022:~~F-6

	September 30, 2023			September 30, 2022
Cash	$	44,354		$	296,386
Current Assets		66,329			298,386
Current Liabilities		1,787,059			1,621,174
Working Capital (Deficiency)	$	(1,720,730	)	$	(1,569,268	)

GENVOR INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

The increase in working capital deficiency as of September 30, 2023 as compared to September 30, 2022, was primarily due to the USDA CRADA liability decreasing from $246,400 as of September 30, 2022, to $0 as of September 30, 2023, increases in accounts payable and accrued expenses from $270,178 as of September 30, 2022 to $388,809 as of September 30, 2023, partially offset by the decrease in current assets as of September 30, 2023, as compared to September 30, 2022.


	For the Years Ended
	September 30,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,884,958	)	$	(1,707,481	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,832			1,832
Late fee related to notes payable		90,000			—
(Gain) loss on debt settlement		(5,826	)		105,000
Amortization of debt discount		741			—
Stock-based compensation and service expense		1,363,350			962,900
Non-cash other expense		16,832			—
Changes in operating assets and liabilities:
Prepaid expense		670			(21,975	)
Other current assets		—			2,000
Interest payable		121			23,603
Accrued professional fees		244,955			139,159
Accrued research and development fees		194,656			—
Accrued payroll liability and compensation		238,346			(166,484	)
Accrued liabilities and other payables		(236,360	)		43,289
USDA CRADA liability		—			(246,400	)

NET CASH USED IN OPERATING ACTIVITIES		(975,641	)		(864,557	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible debt and warrants		20,000			—
Proceeds from notes payable		—			250,000
Proceeds from sale of common stock		911,600			362,525
Proceeds from common stock warrant exercises		60			—

NET CASH PROVIDED BY FINANCING ACTIVITIES		931,660			612,525

NET DECREASE IN CASH		(43,981	)		(252,032	)

CASH - beginning of year		44,354			296,386

CASH - end of year	$	373		$	44,354

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	—		$	—
Income taxes	$	—		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of note payable into common stock	$	48,063		$	78,633
Conversion of debt for common stock subscribed	$	210,000		$	-
Conversion of liabilities into common stock	$	—		$	149,425
Conversion of notes payable into warrants	$	329,418		$	354,114
Allocated value of warrants related to convertible debt	$	13,333		$	—
Late fee capitalized into notes payable	$	—		$	120,000
Retrospective adoption of ASU 2020-06	$	—		$	210,779
Liabilities issued in exchange for stock in settlement	$	—		$	300,000
Conversion of note payable into common stock	$	—		$	185,544

~~Cash~~See ~~Flow~~accompanying notes to the consolidated financial statements.

~~We fund our operations with cash received from issuances of promissory notes and equity as described below.~~F-7

~~Cash~~GENVOR ~~Flows~~INCORPORATED ~~from~~AND ~~Operating~~SUBSIDIARIES NOTES ~~Activities~~TO CONSOLIDATED FINANCIAL STATEMENTS

WeNOTE ~~did~~1 ~~not~~– ~~generate~~ORGANIZATION ~~cash~~AND ~~flows~~BASIS ~~from~~OF operating activities for the year ended September 30, 2023, or for the nine months ended September 30, 2022. For the year ended September 30, 2023, and the nine months ended September 30, 2022, net cash used in operating activities were $871,734 and $553,236, respectively.PRESENTATION

26Company Background

~~Cash~~On ~~Flows~~May ~~from~~27, ~~Investing~~2022, ~~Activities~~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 ~~year~~surviving ~~ended~~entity. ~~September~~The 30transaction was accounted for as a recapitalization of Old Genvor, pursuant ~~2023~~to which Old Genvor was treated as the accounting acquirer, surviving and ~~the~~continuing ~~nine~~entity ~~months~~although ~~ended~~the ~~September~~Company ~~30,~~was the ~~2022,~~legal noacquirer. ~~cash~~The ~~flows~~Company ~~were~~did ~~provided~~not byrecognize goodwill or ~~used~~any intangible assets in ~~investing~~connection with this transaction. Accordingly, ~~activities~~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.

~~Cash~~During ~~Flows~~May 2019, Old Genvor acquired NBLLC from ~~Financing~~a ~~Activities~~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.

~~For~~Genvor ~~the~~develops ~~year~~plant-based ~~ended~~defense ~~September~~technology ~~30,~~designed ~~2023,~~to ~~and~~help ~~the~~farmers ~~nine~~achieve ~~months~~global ~~ended~~food ~~September 30, 2022, $619,702 and $465,000, respectively, in net cash was provided by financing activities~~security. For the year ended September 30, 2023, and the nine months ended September 30, 2022, $265,000 and $300,000, respectively, in cash was provided by notes payable, and $354,702 and $165,000, respectively, in net cash was provided by sales of common stock.

~~Off-Balance~~Business ~~Sheet~~Plan ~~Arrangements~~and Strategy

~~The~~Genvor’s ~~Company~~business ~~does~~strategy ~~not~~focuses ~~have~~on ~~any~~the ~~off-balance~~continued ~~sheet~~research ~~arrangements~~and ~~that~~development ~~have~~of orplant-based ~~are~~defense ~~reasonably~~technologies ~~likely~~designed to ~~have~~address amajor threats ~~current~~to orglobal ~~future~~crop ~~effect~~production, ~~on the~~including ~~Company’s~~plant ~~consolidated~~diseases, ~~financial~~toxins, ~~condition~~bacteria, ~~changes~~and infungi. ~~financial~~These ~~condition,~~innovations ~~revenues~~aim orto ~~expenses,~~support ~~results~~farmers and ofgrowers ~~operations~~worldwide by reducing crop loss, ~~liquidity,~~ ~~capital~~improving ~~expenditures~~yields, orand ~~capital~~enhancing ~~resources~~economic ~~that~~outcomes, ~~are~~ultimately ~~material~~contributing to ~~investors~~solutions for global food security.

~~Critical~~The ~~Accounting~~Company ~~Policies~~is advancing its portfolio of antimicrobial peptide (AMP) technologies by designing and validating minimum viable products (MVPs) and expanding its collaborations to include foliar application models, seed traits, and seed treatment platforms. In parallel, Genvor is leveraging its proprietary peptide library to address additional high-value market opportunities in crop protection—such as insect control, biostimulants, and nutrient use efficiency—as well as adjacent applications in animal health and feed efficiency.

~~Use~~Genvor’s ofcommercial ~~Estimates.~~model ~~The~~is ~~preparation~~centered ofaround ~~financial~~forming ~~statements~~joint indevelopment ~~conformity~~agreements ~~with~~(JDAs) ~~accounting principles generally accepted in the United States of America requires management to make estimates~~ and ~~assumptions~~strategic ~~that~~joint ~~affect~~ventures ~~the~~targeted ~~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~~specific ~~the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets~~problems, ~~valuation and impairment valuation of intangible assets~~crops, ~~depreciable~~animal ~~lives of the web site and property and equipment~~applications, ~~valuation~~or ofgeographic ~~warrant~~markets. ~~and~~These ~~beneficial~~partnerships ~~conversion~~are ~~feature~~intended ~~debt~~to ~~discounts,~~accelerate ~~valuation~~product ~~of share-based~~development ~~payments~~ and ~~the~~commercialization ~~valuation~~while ~~allowance~~expanding onmarket ~~deferred tax assets~~access.

~~Investments~~Basis inof ~~Equity~~Presentation and Principles of Consolidation

WeThe ~~measure~~accompanying ~~all~~consolidated ~~equity~~financial ~~investments~~statements ~~that do not result in consolidation~~ and ~~are~~related ~~not~~notes ~~accounted~~have ~~for~~been ~~under~~prepared ~~the~~in ~~equity~~accordance ~~method~~with ataccounting ~~fair~~principles ~~value with~~generally ~~the~~accepted ~~change~~ in ~~fair value included in net income. We use quoted market prices to determine~~ the ~~fair~~United ~~value~~States of ~~equity~~America ~~securities with readily determinable fair values~~(“U.S. ~~For~~GAAP”) ~~equity~~and ~~securities~~with ~~without~~the ~~readily~~rules ~~determinable~~and ~~fair~~regulations ~~values,~~of ~~we have elected~~ the ~~measurement~~United ~~alternative under~~States ~~which we measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes~~Securities inand ~~orderly~~Exchange ~~transactions~~Commission for ~~the~~financial ~~identical or a similar investment of the same issuer~~information. ~~Management assesses each of these investments on an individual basis.~~

~~Item~~The 7ACompany’s consolidated financial statements include the accounts of Genvor Incorporated, Old Genvor and its wholly owned subsidiary NBLLC. ~~Quantitative~~All intercompany accounts and ~~Qualitative~~transactions ~~Disclosures~~have ~~about~~been ~~Market~~eliminated ~~Risk~~in consolidation.

~~As the Company is a “smaller reporting company,” this item is inapplicable.~~F-8

27GENVOR INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Item~~NOTE 8.1 ~~Financial~~– ~~Statements~~ORGANIZATION ~~and~~AND ~~Supplementary~~BASIS ~~Data~~OF PRESENTATION (continued)

~~Genvor~~Liquidity ~~Incorporated~~and Going Concern

~~Table~~Liquidity is the ability of ~~Contents~~a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At September 30, 2024, the Company had cash of $373.

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 76)		F-2
Consolidated Balance Sheets as of September 30, 2022 and 2022		F-3
Consolidated Statements of Operations for the year ended September 30, 2023, and for the nine months ended September 30, 2022		F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the year ended September 30, 2023 and for the nine months ended September 30, 2022		F-5
Consolidated Statements of Cash Flows for the year ended September 30, 2023 and for the nine months ended September 30, 2022		F-6
Notes to Consolidated Financial Statements		F-7

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. As reflected in the accompanying consolidated financial statements, the Company had a working capital deficit of approximately $1,728,000 at September 30, 2024 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $2,885,000 and $976,000 for the year ended September 30, 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.

~~F-1~~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.

~~Your~~The ~~Vision~~accompanying ~~Our~~consolidated ~~Focus~~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.

~~Report~~NOTE of2 ~~Independent~~– ~~Registered~~SUMMARY ~~Public~~OF ~~Accounting~~SIGNIFICANT ~~Firm~~ACCOUNTING POLICIES

~~Board~~Use of ~~Directors and Shareholders~~Estimates

~~Genvor~~The ~~Incorporated~~preparation of 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 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.

~~Opinion~~Significant onestimates during the ~~Consolidated~~years ~~Financial~~ended ~~Statements~~September 30, 2024 and 2023 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.

WeCash ~~have audited the accompanying consolidated balance sheets of Genvor Incorporated as of September 30, 2023~~ and ~~2022,~~Cash and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended September 30, 2023 and the nine months ended September 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Genvor Incorporated as of September 30, 2023 and 2022, and the consolidated results of its operations and its cash flows for the year ended September 30, 2023 and the nine months ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.Equivalents

~~Going~~For ~~Concern~~purposes of the 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 September 30, 2024 and 2023.

The ~~accompanying~~Company ~~consolidated~~maintains ~~financial~~its ~~statements~~cash ~~have~~on ~~been~~deposits ~~prepared~~with ~~assuming~~bank ~~that~~and ~~the~~financial ~~entity~~institution ~~will~~within ~~continue~~the asUnited aStates ~~going~~that ~~concern.~~at Astimes ~~discussed~~may exceed federally-insured inlimits ~~Note~~of 1$250,000. toThe ~~the~~Company ~~consolidated~~manages ~~financial~~this ~~statements,~~credit ~~the~~risk ~~entity~~by ~~has~~concentrating ~~suffered~~its ~~recurring~~cash ~~losses~~balances ~~from~~in ~~operations~~high quality financial institutions and ~~has~~by aperiodically ~~net~~evaluating ~~capital~~the ~~deficiency that~~credit ~~raise~~quality ~~substantial~~of ~~doubt~~the ~~about~~primary ~~its~~financial ~~ability~~institutions toholding ~~continue~~such asdeposits. aThe ~~going~~Company ~~concern.~~has not ~~Management’s~~experienced ~~plans~~any losses in ~~regard~~such bank accounts and believes it is not exposed to ~~these~~any ~~matters~~risks ~~are also~~on ~~described~~its cash in ~~Note~~bank 1accounts. ~~The~~At September ~~consolidated~~30, ~~financial~~2024, ~~statements~~the doCompany’s ~~not~~cash ~~include~~balances ~~any~~were ~~adjustments~~not ~~that~~in ~~might~~excess ~~result~~of ~~from~~ the ~~outcome~~federally-insured ~~of this uncertainty~~limits.

~~Basis for Opinion~~F-9

~~These~~GENVOR ~~consolidated~~INCORPORATED ~~financial~~AND ~~statements are the responsibility of the entity’s management. Our responsibility is to express an opinion~~SUBSIDIARIES onNOTES ~~these~~TO ~~consolidated~~CONSOLIDATED ~~financial~~FINANCIAL statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Genvor Incorporated in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.STATEMENTS

WeNOTE ~~conducted~~2 ~~our~~– ~~audits~~SUMMARY inOF ~~accordance~~SIGNIFICANT ~~with~~ACCOUNTING ~~the~~POLICIES standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Genvor Incorporated is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.(continued)

~~Our~~Fair ~~audits~~Value ~~included performing procedures to assess the risks~~ of ~~material~~Financial ~~misstatement~~Instruments ~~of the consolidated financial statements, whether due to error or fraud,~~ and ~~performing~~Fair ~~procedures~~Value that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.Measurements

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

~~We have~~● ~~served~~Level as1-Inputs ~~Genvor~~are ~~Incorporated’s~~unadjusted ~~auditor~~quoted ~~since~~prices ~~2020~~in active markets for identical assets or liabilities available at the measurement date.

~~Dallas~~● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, ~~Texas~~ 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.

~~December 22,~~● ~~2023~~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.

FThe 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 consolidated financial statements, primarily due to their short-2term nature.

~~Genvor~~ASC ~~Incorporated~~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.

Property and ~~Consolidated Balance Sheets~~Equipment

~~September~~Property 30and equipment are carried at cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

	2023			2022
ASSETS
Current assets:
Cash	$	44,354		$	296,386
Prepaid expenses		21,975			-
Other current assets		-			2,000
Total current assets		66,329			298,386
Fixed assets, net		15,734			17,565
Total assets	$	82,063		$	315,951
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Convertible notes payable	$	1,319,500		$	1,052,000
Accounts payable and accrued expenses		388,809			270,178
Due to related party		30,000			3,846
SBA loan		48,750			48,750
USDA CRADA liability		-			246,400
Total current liabilities		1,787,059			1,621,174
Non-current liabilities:
Convertible notes payable, net of discounts		-			89,221
Total non-current liabilities		-			89,221
Total liabilities		1,787,059			1,710,395
Commitments and contingencies (Note 6)
Stockholders’ deficit:
Preferred stock, $0.001 par value, 20,000,000 shares authorized
Preferred stock - series A, 10 shares authorized, 6 and 9 shares issued and outstanding as of September 30, 2023, and 2022, respectively		-			-
Preferred stock - series B, 2,500,000 shares authorized, 2,060,536 and 0 shares issued as of September 30, 2023, and 2022, respectively, 1,558,024 and 0 outstanding as of September 30, 2023, and 2022, respectively		2,061			-
Preferred stock value
Common stock, $0.001 par value, 300,000,000 shares authorized, 19,061,936 and 38,678,155 shares issued, issuable and outstanding as of September 30, 2023, and 2022, respectively		19,062			38,678
Treasury stock, 502,512 and 0 shares of series B preferred stock at September 30, 2023, and 2022, respectively		(300,000	)		-
Additional paid-in capital		16,293,188			14,608,815
Accumulated deficit		(17,719,307	)		(16,041,937	)
Total stockholders’ deficit		(1,704,996	)		(1,394,444	)
Total liabilities and stockholders’ deficit	$	82,063		$	315,951

Impairment of Long-lived Assets

~~The~~In ~~accompanying~~accordance ~~notes~~with ~~are~~ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment ~~integral~~loss ~~part~~when the sum of ~~these~~expected ~~consolidated~~undiscounted ~~financial~~future ~~statements~~cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the years ended September 30, 2024 and 2023, the Company did not incur any impairment charges on its long-lived assets.

~~F-3~~Research and Development

~~Genvor~~Expenditures ~~Incorporated~~for research and product development costs are expensed as incurred. The Company incurred research and development expense of $240,263 and $82,500 in the years ended September 30, 2024 and 2023, respectively.

Advertising and ~~Consolidated~~Marketing ~~Statements of Operations~~Costs

				For the
	For the			Nine Months
	Year Ended			Ended
	September 30,			September 30,
	2023			2022
Revenue	$	-		$	-
Operating expenses
Professional fees		377,329			233,153
Payroll related expenses		171,856			284,746
Research and development		-			-
Stock-based compensation		977,235			3,512,500
Depreciation expense		1,832			1,374
Other general and administrative expenses		(89,566	)		32,108
Total operating expenses		1,438,686			4,063,881
Operating loss		(1,438,686	)		(4,063,881	)
Other income (expense)
Interest expense		(43,795	)		(51,117	)
Loss on debt settlement		(105,000	)		(5,000	)
Late fee capitalized into notes payable		(120,000	)		(90,000	)
Amortization of debt discount		-			(30,111	)
Total other expense, net		(268,795	)		(176,228	)
Net loss	$	(1,707,481	)	$	(4,240,109	)
Basic and diluted net loss per common share	$	(0.07	)	$	(0.13	)
Basic and diluted weighted average common shares outstanding		19,545,725			32,437,505

All costs related to advertising and marketing are expensed as incurred. For the years ended September 30, 2024 and 2023, advertising and marketing costs amounted to $84,183 and $0, respectively.

~~The~~Commitments ~~accompanying~~and ~~notes are an integral part of these consolidated financial statements.~~Contingencies

~~F-4~~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.

~~Genvor Incorporated~~ F-9

~~Consolidated~~GENVOR ~~Statements~~INCORPORATED ofAND ~~Changes~~SUBSIDIARIES NOTES inTO ~~Stockholders’~~CONSOLIDATED ~~Deficit~~FINANCIAL STATEMENTS

~~For~~NOTE ~~the~~2 ~~Year~~– ~~Ended~~SUMMARY ~~September~~OF ~~30,~~SIGNIFICANT ~~2023,~~ACCOUNTING ~~and~~POLICIES ~~the Nine Months Ended September 30, 2022~~(continued)

	Shares			Amount		Shares			Amount		Shares			Amount			Stock			Capital			Deficit			Total
	Series A					Series B														Additional			Accumu-
	Preferred Stock					Preferred Stock					Common Stock						Treasury			Paid-in			lated
	Shares			Amount		Shares			Amount		Shares			Amount			Stock			Capital			Deficit			Total
Balance, December 31, 2021		-		$	-		-		$	-		26,025,020		$	26,025		$	-		$	9,538,772		$	(11,801,828	)		(2,237,031	)
Common stock issued for services		-			-		-			-		6,525,000			6,525			-			3,505,700			-			3,512,225
Common stock issued for cash		-			-		-			-		305,000			305			-			164,970						165,275
Common stock issued for debt conversion		-			-		-			-		2,622,647			2,622			-			1,232,933			-			1,235,555
Payment for reverse capitalization		-			-		-			-		-			-			-			(150,000	)		-			(150,000	)
419 fund raising services		-			-		-			-		170,000			170			-			(170	)		-			-
Founder shares issued		-			-		-			-		1,855,888			1,856			-			(1,856	)		-			-
Issuance of common stock for note receivable		-			-		-			-		99,600			100			-			(100	)		-			-
Issuance of common stock for 2021 SPA		-			-		-			-		50,000			50			-			(50	)		-			-
Common stock issued to prior S-1 investors		-			-		-			-		975,000			975			-			48,750			-			49,725
Issuance of common stock for settlements		-			-		-			-		50,000			50			-			(50	)		-			-
Beneficial conversion feature		-			-		-			-		-			-						269,916			-			269,916
Net loss for the period ended September 30, 2022		-			-		-			-		-			-			-			-			(4,240,109	)		(4,240,109	)
Balance, September 30, 2022		-		$	-		-		$	-		38,678,155		$	38,678		$	-		$	14,608,815		$	(16,041,937	)	$	(1,394,444	)
Balance, September 30, 2022		-		$	-		-		$	-		38,678,155		$	38,678		$	-		$	14,608,815		$	(16,041,937	)	$	(1,394,444	)
Beginning balance value		-		$	-		-		$	-		38,678,155		$	38,678		$	-		$	14,608,815		$	(16,041,937	)	$	(1,394,444	)
Retrospective adoption of ASU 2020-06		-			-		-			-		-			-			-			(210,779	)		30,111			(180,668	)
Issuance of Series A preferred stock		9			-		-			-		-			-			-			-			-			-
Conversion of common stock into Series B preferred stock		-			-		2,060,536			2,061		(20,605,334	)		(20,605	)		-			18,544			-			-
Sale of common stock		-			-		-			-		735,000			735			-			361,790			-			362,525
Conversion of note payable into common stock		-			-		-			-		122,115			122			-			78,511			-			78,633
Conversion of notes payable into warrants		-			-		-			-		-			-			-			354,114			-			354,114
Issuance of warrants for services		-			-		-			-		-			-			-			962,900			-			962,900
Conversion of liabilities into common stock		-			-		-			-		32,000			32			-			19,303			-			19,335
Issuance of common stock for legal settlement		-			-		-			-		100,000			100			-			99,990			-			100,090
Return of treasury stock		(3	)		-		(502,512	)		-		-			-			(300,000	)		-			-			(300,000	)
Net loss for the period ended September 30, 2023		-			-		-			-		-			-			-			-			(1,707,481	)		(1,707,481	)
Balance, September 30, 2023		6		$	-		1,558,024		$	2,061		19,061,936		$	19,062		$	(300,000	)	$	16,293,188		$	(17,719,307	)	$	(1,704,996	)
Ending balance value		6		$	-		1,558,024		$	2,061		19,061,936		$	19,062		$	(300,000	)	$	16,293,188		$	(17,719,307	)	$	(1,704,996	)

Stock-based Compensation

The ~~accompanying~~Company ~~notes~~accounts ~~are~~for anstock-based ~~integral~~compensation ~~part~~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 ~~these~~grant, ~~consolidated~~which ~~financial~~generally ~~statements~~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.

FThe Company uses the straight-5line 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.

~~Genvor~~Income ~~Incorporated~~Taxes

The Company ~~Consolidated~~accounts ~~Statements~~for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of ~~Cash~~assets ~~Flow~~and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

				For the
	For the			Nine
	Year			Months
	Ended			Ended
	September 30,			September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(1,707,481	)	$	(4,240,109	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,832			1,374
Stock-based compensation		977,235			3,512,500
Conversion of liabilities into common stock		19,335			-
Late fee capitalized into notes payable		120,000			90,000
Loss on debt settlement		105,000			5,000
Common stock issued for interest expense		6,447			-
Effects of the elimination of the beneficial conversion feature		150,556			-
Beneficial conversion feature		-			30,111
Changes in assets and liabilities:
Prepaid expenses		(21,975	)		1,331
Prepaid costs for reverse capitalization		-			150,000
Other current assets		2,000			(2,000	)
Receivables from related parties		-			2,053
Accounts payable and accrued expenses		(304,437	)		139,139
USDA CRADA liability		(246,400	)		-
Due to related party		26,154			3,846
Net cash used in operating activities		(871,734	)		(553,235	)
Cash flows from financing activities:
Proceeds from notes payable		265,000			300,000
Proceeds from sale of common stock		354,702			165,000
Net cash provided by financing activities		619,702			465,000
Net decrease in cash		(252,032	)		(88,235	)
Cash at beginning of period		296,386			384,621
Cash at end of period	$	44,354		$	296,386
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Discount on notes payable	$	-		$	269,916
Conversion of note payable into common stock	$	76,325		$	1,235,555
Conversion of liabilities into common stock	$	19,303		$	-
Conversion of notes payable into warrants	$	350,000		$	-
Issuance of common stock for debt settlement	$	-		$	49,725
Fundraising services	$	-		$	170,000
Fund	$	-		$	-
Prepaid costs for reverse capitalization recognized in additional paid-in capital	$	-		$	150,000

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2024 and 2023, the Company had no significant uncertain tax positions which would require either recognition of a liability or disclosure in the financial statements. The Company recognizes interest and penalties related to significant uncertain income tax positions in income tax expense. However, no such interest and penalties were recorded as of September 30, 2024 and 2023.

~~The~~Per ~~accompanying~~Share ~~notes are an integral part of these consolidated financial statements.~~Data

~~F-6~~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.

~~Genvor~~Basic ~~Incorporated~~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 years ended September 30, 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.

~~Notes~~The tofollowing ~~Consolidated~~table ~~Financial~~summarizes ~~Statements~~the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:

September 30, 2023

Schedule of antidilutive shares
	Years Ended September 30,
	2024		2023
Warrants to purchase common stock		3,650,000		2,362,900
Series A convertible preferred stock		6		6
Series B convertible preferred stock		15,580,223		15,580,223
Shares attributable to convertible notes		20,000		164,000
Potentially dilutive securities		19,250,229		18,107,129

~~NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION~~ F-10

~~Company~~GENVOR ~~Background~~INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OnNOTE 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~~SUMMARY ~~“Merger~~OF ~~Agreement”), pursuant~~SIGNIFICANT toACCOUNTING ~~which~~POLICIES 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”~~continued)~~. 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~~Segment May 2019, Old Genvor acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration as a wholly owned subsidiary. NBLLC was formed in the state of Delaware on December 28, 2018. The consolidated financial statements of the Company include the accounts of Genvor Incorporated, Old Genvor, and its wholly owned subsidiary NBLLC. Intercompany accounts and transactions have been eliminated upon consolidation.Reporting

~~Nature~~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 years ended September 30, 2024 and 2023, the Company is organized into one strategic business unit. Operating segments are defined as components of ~~Operations~~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.

The Company’s business plan is that Genvor will be continuing its research and development addressing plant-based defense technology ich then can be commercialized to help farmers and growers globally to overcome potentially catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that destroy their crops. These solutions can result in greater crop yields and economic savings, which can assist in overcoming world-wide food scarcity.Reclassification

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

~~The~~Recent ~~Company~~Accounting follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and has a year-end of September 30. The wholly owned subsidiary has a year-end of December 31.Standards

~~Due~~In toNovember 2023, the ~~change~~FASB inissued ~~fiscal~~ASU ~~year~~2023-~~ends~~07, ~~the~~Improvements ~~consolidated~~to ~~financial~~Reportable ~~statements~~Segment ~~will~~Disclosures, ~~reflect~~which ~~the~~enhances ~~balance~~reportable ~~sheets~~segment disclosure requirements, including significant segment expenses and ~~the~~interim ~~statements~~disclosures of(“Topic ~~changes~~280”). The guidance inallows ~~stockholders’~~for ~~deficit~~disclosure ~~dates~~of multiple measures of ~~September~~a ~~30,~~reportable ~~2023~~segment’s profit or loss, and ~~September~~it ~~30,~~requires ~~2022,~~that ~~whereas~~public ~~the~~entities with ~~statements~~a ofsingle ~~operations~~reportable segment provide all disclosures required by the ASU and ~~statements of~~all ~~cash~~existing ~~flows~~disclosures ~~are~~in Topic 280. ASC 2023-07 is effective for ~~the~~fiscal ~~year~~years ~~ended~~beginning ~~September~~after 30December 15, 2023, and for interim reporting periods starting after December 15, 2024, with early adoption permitted. The Company adopted the ~~nine~~new ~~months~~standard ~~ended~~effective ~~September~~June 30, ~~2022~~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.

~~Principles~~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 ~~Consolidation~~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 consolidated financial statements.

~~The~~Other ~~consolidated~~accounting ~~financial~~standards ~~statements~~that ~~include~~have ~~the~~been ~~accounts~~issued ofor ~~the~~proposed ~~Company~~by ~~and~~FASB ~~its~~that ~~wholly~~do ~~owned~~not ~~subsidiary.~~require ~~All~~adoption ~~significant~~until ~~intercompany~~a ~~balances and~~future ~~transactions~~date ~~have~~are ~~been~~not ~~eliminated~~expected to inhave ~~the~~a ~~consolidation.~~material ~~The~~impact on the consolidated financial statements ~~included~~upon ~~herein,~~adoption. ~~presented~~The inCompany ~~accordance with~~does USnot ~~GAAP~~discuss ~~and~~recent ~~stated~~pronouncements that inare ~~United~~not ~~States~~anticipated ~~dollars,~~to have ~~been~~an ~~prepared by~~impact ~~the~~on ~~Company,~~or ~~pursuant~~are unrelated to ~~the~~its ~~rules~~consolidated ~~and~~financial ~~regulations~~condition, results of ~~the~~operations, cash ~~Securities~~flows ~~and~~or ~~Exchange Commission~~disclosures.

~~F-7~~NOTE 3 – BORROWINGS

~~Liquidity~~Notes ~~and Going Concern~~Payable

~~The~~From ~~accompanying~~time ~~consolidated~~to ~~financial~~time, ~~statements have been prepared assuming~~ the Company ~~will~~entered ~~continue~~into asunsecured anotes ~~going~~payable ~~concern,~~with ~~which~~individual ~~contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business~~investors. AtThe ~~September~~terms ~~30, 2023, the Company had an accumulated deficit~~ of ~~$17,719,307.~~these ~~For~~notes ~~the~~are ~~year ended September 30, 2023, the Company recognized a net loss of $1,707,481~~listed ~~and had net cash used in operating activities of $871,734, with no revenues earned, and limited operational history~~below. ~~These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.~~

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

Schedule of unsecured notes payable
					Interest			Note Balance as of September 30,
Noteholder	Origination		Maturity		Rate			2024			2023
Brent Lilienthal ^(*)		2019		12/31/2021		0	%	$	217,000		$	217,000
Mel Wentz (*)		3/19/2019		4/29/2019		0	%		680,000			570,000
Kirk Huntsman ^(**)		3/1/2019		2/29/2020		18	%		—			32,500
John Hare ^(**)		4/29/2019		unspecified		0	%		—			300,000
Barkley Capital LLC ^(**)		9/13/2023		3/13/2024		10	%		—			200,000
Chris Peterman ^(***)		9/9/2024		9/9/2025		10	%		20,000			—
Total principal amount									914,000			1,319,500
Less: unamortized debt discount									(12,592	)		—
								$	904,408		$	1,319,500

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ F-11

~~Use~~GENVOR ofINCORPORATED ~~Estimates~~AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~NOTE ~~preparation~~3 of– ~~financial~~BORROWINGS statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.(continued)

~~Cash~~Notes ~~Flow~~Payable ~~Reporting~~(continued)

~~The Company follows Accounting Standards Codification~~ (~~“ASC 230”~~*), ~~Statement~~These ofnotes ~~Cash~~are ~~Flows,~~past ~~for~~due ~~cash flow reporting, classifies cash receipts~~ and ~~payments~~amounts ~~according~~owed toare ~~whether~~in ~~they~~dispute ~~stem~~at ~~from~~both ~~operating,~~September ~~investing~~30, or2024 ~~financing activities~~ and ~~provides definitions~~2023. ofOn ~~each~~May ~~category~~15, ~~and~~2025, ~~uses~~ the ~~indirect~~Company orand ~~reconciliation~~Brent ~~method~~Lilienthal ~~(“indirect~~entered ~~method”)~~into asa ~~defined~~settlement ~~by ASC 230~~agreement, to ~~report~~pursuant ~~net cash flow from operating activities by adjusting net income or loss~~ to ~~reconcile~~which, itthe toCompany ~~net~~settled ~~cash~~$217,000 ~~flow~~debt ~~from~~owed ~~operating activities~~ by ~~removing~~issuance ~~the effects~~ of ~~(a)~~120,000 ~~all~~shares ~~deferrals~~ of ~~past~~common ~~operating~~stock ~~cash receipts and payments and all accruals~~ of ~~expected future~~the ~~operating~~Company ~~cash receipts and payments and~~ (b)see ~~all~~Note ~~items that are included in net income or loss that do not affect operating cash receipts and payments~~8).

~~Cash~~(**) These notes were converted into shares of common stock or stock warrants of the Company in the year ended September 30, 2024 as described below.

~~Cash is~~(***) ~~comprised~~On September 9, 2024, the Company and Chris Peterman entered into a convertible promissory note agreement, providing for the issuance of ~~cash~~a ~~balances~~note in the principal amount of $20,000. ~~Cash~~The note is ~~held~~due aton ~~major~~September ~~financial~~9, ~~institutions~~2025. ~~and~~Principal amount is ~~subject~~convertible tointo ~~credit~~shares ~~risk~~of tocommon stock of the ~~extent~~Company ~~that~~at ~~those~~a ~~balances exceed~~conversion ~~applicable~~price ~~Federal~~of ~~Deposit~~$1.00 ~~Insurance~~per ~~Corporation~~share. In addition, the Company issued Chris Peterman a stock purchase warrant to acquire 40,000 shares of common stock of the Company at a per share price of $0.01 (“~~FDIC~~Pre-Funded Warrants”). ~~insurance~~The ~~amounts~~Pre-Funded ofWarrants ~~$250~~are exercisable at September 9,~~000~~ 2025 and until the Pre-Funded Warrants are exercised in full.. ~~From~~In ~~time~~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 ~~has~~ ~~certain~~recorded ~~cash~~debt ~~balances~~discount of $13,333 ~~including~~related ~~restricted~~to ~~cash~~the warrants issued to the investor, ~~that~~which ~~may~~will ~~exceed~~be ~~insured~~amortized ~~limits~~over the term of the note. ~~The~~For ~~Company~~the ~~utilizes~~year ~~large~~ended ~~banking~~September ~~institutions that~~30, ~~are~~2024, ~~reputable~~amortization of debt discount related to the note payable amounted to $741, ~~therefore~~which ~~mitigating~~have been included in interest expense on the ~~risks~~accompanying consolidated statements of operations.

~~The~~Mel ~~Company~~Wentz ~~maintains~~receives ~~its~~a ~~cash~~default ~~balances~~penalty atof ~~one~~$10,000 each ~~financial~~month ~~institution~~and ~~that~~the note goes unpaid. The Company is ~~insured~~currently disputing amount claimed by ~~the~~Mel ~~FDIC~~Wentz under state usury laws (see Note 7). AtOn ~~September 30~~July 14, ~~2023~~2025, the Company’s ~~cash~~received ~~balances~~a ~~were~~letter ~~not~~from ina ~~excess~~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 ~~federally~~$10,000 is ~~insured~~not ~~limits~~accrued any more.

~~Fixed~~On ~~Assets~~December 15, 2023, Kirk Huntsman converted its note with the principal amount of $32,500 and unpaid interest of $15,563 into 40,000 shares of common stock of the Company (see Note 4).

~~Fixed~~On ~~assets~~November ~~are~~11, ~~comprised~~2023, ofJohn ~~furniture~~Hare ~~and~~converted ~~equipment~~its ~~which~~note ~~are~~with ~~stated at cost. Depreciation is provided by~~ the ~~straight-line~~principal ~~method~~amount ~~over the useful lives~~ of ~~the~~$300,000 ~~related~~into ~~assets~~300,000 ~~approximately~~warrants ~~seven~~of ~~years.~~the ~~Expenditures~~Company ~~for minor enhancements and maintenance are expensed~~(see asNote ~~incurred~~4).

~~F-8~~On March 9, 2024, Barkley Capital LLC converted its note with the principal amount of $200,000 and unpaid interest of $10,000 into 210,000 shares of common stock of the Company (see Note 4).

~~Stock~~Interest expense totaled $17,693 and $43,795 for the years ended September 30, 2024 and 2023, respectively. Default penalties -~~Based~~ late fees totaled $90,000 ~~Compensation~~and $120,000 for the years ended September 30, 2024 and 2023, respectively. These late fees are in dispute and have been included in note payable on the accompanying consolidated balance sheets.

~~The~~Commercial 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.Loan

~~The~~On April ~~Company~~9, ~~measures~~2020, ~~compensation~~the ~~cost~~Company ~~for~~received ~~all~~a ~~employee stock-based~~loan ~~awards~~from ~~at their fair values on~~ the ~~date~~Small ofBusiness ~~grant.~~Administration ~~Stock-based~~pursuant ~~awards issued~~ to ~~non-employees~~the ~~are~~Paycheck ~~measured~~Protection ~~at their fair values~~Program on(“PPP”) in the ~~date~~principal amount of ~~grant~~$48,750. ~~and~~The ~~are~~note ~~re-measured~~bears interest at ~~each~~a ~~reporting~~variable ~~period~~rate ~~through~~of ~~their~~approximately ~~vesting~~1% ~~dates,~~and asmatured in ~~applicable~~April 2022. The ~~fair~~note ~~value of stock-based awards~~ is ~~recognized~~currently asin ~~expense~~default. ~~over~~Forgiveness for the ~~service~~loan ~~period,~~was ~~net~~applied offor ~~estimated~~and ~~forfeitures,~~is ~~using the straight-line method~~pending.

~~Fair~~NOTE ~~Value~~4 of– ~~Financial~~STOCKHOLDERS’ ~~Instruments~~DEFICIT

~~The~~Preferred 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).Stock

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

● 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. F-12

~~Determining~~GENVOR ~~which~~INCORPORATED ~~category~~AND anSUBSIDIARIES NOTES ~~asset~~TO orCONSOLIDATED ~~liability~~FINANCIAL ~~falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.~~STATEMENTS

~~Financial~~NOTE ~~Instruments~~4 – STOCKHOLDERS’ DEFICIT (continued)

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

~~Long-lived~~Series ~~Assets~~A Preferred Stock

~~The~~On ~~Company’s~~August ~~long-lived~~10, ~~assets~~2022, ~~and~~the ~~other~~Company ~~assets~~designated ~~(consisting~~10 shares of ~~furniture,~~its ~~equipment,~~preferred ~~and~~stock aas ~~patent)~~Series ~~are~~A ~~reviewed~~Preferred ~~for~~Stock ~~impairment~~(“Series inA”). ~~accordance~~Each ~~with~~share ~~the guidance~~ of ~~the~~Series ~~ASC~~A ~~360,~~entitles ~~Property,~~the ~~Plant,~~holder ~~and~~to ~~Equipment,~~ten ~~and~~million ~~ASC 205~~(10,000,000) ~~Presentation~~votes ~~of Financial Statements. The Company tests for impairment losses~~ on ~~long-lived~~all ~~assets~~matters ~~used~~submitted into ~~operations~~a ~~whenever~~vote ~~events~~of ~~or changes in circumstances indicate that~~ the ~~carrying amount~~ stockholders of the ~~asset may not be recoverable~~Corporation. ~~The~~When ~~recoverability~~and ofas anany ~~asset~~dividend toor bedistribution ~~held~~is ~~and used~~declared isor ~~measured~~paid by athe ~~comparison~~Company ofon the ~~carrying~~common ~~amount~~stock, ~~of an asset to~~ the ~~future~~Series A ~~undiscounted~~holders ~~cash~~are ~~flows~~entitled ~~expected~~ to beparticipate ~~generated by~~in ~~the asset. If~~ such andividend ~~asset~~or isdistribution. ~~considered~~Each toSeries beA ~~impaired,~~share ~~the impairment to be recognized~~ is ~~measured~~convertible, byat the ~~amount~~option byof ~~which~~ the ~~carrying~~holder, ~~amount~~into one share of ~~the~~fully ~~asset~~paid ~~exceeds~~and ~~its~~non-assessable ~~fair~~common ~~value~~stock. ~~Impairment~~Upon ~~evaluations~~any ~~involve~~liquidation, ~~management’s~~dissolution, ~~estimates~~or onwinding-up ~~asset~~of ~~useful~~the ~~lives~~Company, ~~and~~the ~~future~~Series ~~cash~~A ~~flows.~~holders ~~Actual~~are ~~useful~~entitled ~~lives~~to ~~and~~receive ~~cash~~out ~~flows~~the ~~could~~assets beof ~~different~~the ~~from those estimated by management~~Company, ~~which~~for ~~could have~~each ashare ~~material~~of ~~effect~~Series onA, ~~our~~an ~~reporting~~amount ~~results~~equal to ~~and~~par ~~financial positions. Fair~~ value isbefore ~~determined~~any ~~through~~distribution ~~various~~or ~~valuation techniques~~payment ~~including~~shall ~~discounted~~be ~~cash~~made ~~flow~~to ~~models,~~the ~~quoted~~holder ~~market~~of ~~values~~any ~~and~~junior ~~third-party~~securities ~~independent~~(including ~~appraisals,~~common asstock ~~considered~~and ~~necessary.~~all ~~During~~other ~~the~~equity ~~year~~or ~~ended~~equity ~~September~~equivalent ~~30,~~securities ~~2023,~~of ~~and~~ the ~~nine months ended September 30, 2022, the~~ Company ~~had not experienced impairment losses on its long-lived assets~~).

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

~~The~~On Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional service costs associated with the development of plant-based defense technology products. For the year ended September 3028, 2023, ~~and~~ ~~the~~Mr. ~~nine~~White ~~months~~returned ~~ended~~to ~~September 30, 2022,~~ the Company ~~had~~for $0cancellation ~~and~~of $03 inshares ~~research~~of ~~and~~Series ~~development~~A ~~expenses,~~preferred ~~respectively~~stock.

~~F-9~~As of both September 30, 2024 and 2023, there were 6 shares of Series A preferred stock issued and outstanding.

~~Patents~~Series B Preferred Stock

~~Any~~On ~~patent~~October ~~costs~~19, ~~for~~2022, ~~internally~~the ~~developed~~Company ~~patents~~filed ~~will~~a beCertificate ~~expensed~~of asDesignation ~~incurred.~~with ~~Costs~~the State of Nevada to ~~maintain~~designate ~~and~~its ~~defend~~Series ~~patents~~B ~~are~~Preferred Stock ~~recorded~~(“Series asB”). ~~administrative~~The designation authorized 2,500,000 shares of Series B. Each share of Series B shall have 10 ~~expenses~~votes inon all matters submitted to a vote of the ~~statement~~stockholders of ~~operations~~the Company. Each share of Series B is convertible into 10 shares of common stock of the Company.

~~Purchased~~On ~~patents~~October ~~are~~19, ~~recorded~~2022, atthe ~~cost~~following ~~and~~shareholders ~~reviewed~~converted ~~for~~shares ~~impairment~~of incommon ~~accordance~~stock ~~with~~of the ~~guidance~~Company into shares of Series B to modify the ~~ASC~~common ~~360~~shares outstanding to reduce the outstanding common stock issued by the Company, as follows:

Income Taxes


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

~~The Company~~(*) ~~accounts~~Related 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.parties

~~Deferred~~On ~~tax~~September ~~assets~~28, ~~and~~2023, ~~liabilities~~Mr. ~~are~~White ~~measured~~and ~~using~~the ~~enacted~~LASB ~~tax~~Family ~~rates~~Trust ~~expected~~returned to ~~apply~~the toCompany ~~taxable~~for ~~income~~cancellation ~~(loss)~~of in502,512 shares of Series B preferred stock; however, the ~~years~~shares inhave ~~which~~not ~~those temporary~~been ~~differences~~canceled and are ~~expected~~being toheld bein ~~recovered~~treasury ~~or settled~~stock.

~~The~~There ~~effect~~were of2,060,536 aissued ~~change in tax rules on deferred tax assets~~ and ~~liabilities~~1,558,024 isoutstanding ~~recognized~~as ~~in operations in the year~~ of ~~change.~~both ASeptember ~~valuation allowance~~30, is2024 ~~recorded~~and ~~when it is “more likely-than-not” that a deferred tax asset will not be realized~~2023.

~~Tax~~Common benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2022. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the nine months ended September 30, 2022.Stock

~~Loss~~The ~~Per~~authorized ~~Share~~common stock of ~~Common~~the ~~Stock~~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.

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 F-~~dilutive for the periods presented. The Company had total potential additional dilutive securities outstanding at September 30, 2023 and 2022 of $500,000 and $300,000, respectively.~~13

~~Recent~~GENVOR ~~Accounting~~INCORPORATED ~~Pronouncements~~AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

InNOTE ~~August~~4 ~~2020,~~– ~~the~~STOCKHOLDERS’ ~~FASB~~DEFICIT ~~issued Accounting Standards Updates~~ (~~“ASU”~~continued) 2020-06, Debt with Conversion and Other Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal years beginning after December 15, 2021. The Company evaluated the impact of ASU 2020-06 on its consolidated financial statements as it was adopted in 2022 and the impact can be seen on the Consolidated Statements of Changes in Stockholders’ Deficit as it affected additional paid-in capital, $210,779, offset in accumulated deficit, $30,111.

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

~~F-10~~On November 17, 2022, the Company issued 300,000 shares of common stock to an investor for $150,000.

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

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

On ~~April~~May 929, ~~2020~~2023, the Company ~~received~~issued ~~a loan from the Small Business Administration pursuant to the Paycheck Protection Program (“PPP”) in the principal amount of $48~~10,~~750.~~000 ~~The~~shares ~~note bears interest at a variable rate~~ of ~~approximately~~common 1%stock ~~and~~to ~~matured~~an ininvestor ~~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~~$10, ~~Inc~~000.~~, organized in the state of Florida (“NBFL”) (a related party) and the CEO.~~

~~Payable~~On July 12, 2023, the Company issued 20,000 shares of common stock to an investor for ~~Patent~~$10,000.

~~Notes~~On ~~Payable~~July 13, 2023, the Company issued 20,000 shares of common stock to an investor for $10,000.

~~From~~On ~~time~~July to14, ~~time~~2023, the Company’s ~~subsidiary,~~issued ~~Genvor Inc.~~50,000 entered into unsecured notes payable with individual investors. Only Noteholder E (below) has security in the form of a personal guarantee by the CEO and prior consultant (Note 7). The terms of these notes are listed below. Several of the notes are convertible into shares of ~~the Company’s~~ common stock asto ~~detailed~~an ininvestor ~~the~~for ~~following schedule~~$25,000.

~~SCHEDULE~~On OFJuly ~~CONVERTIBLE~~14, ~~NOTES~~2023, ~~PAYABLE~~the Company issued 4,665 shares of common stock for the conversion of accrued interest of $2,333.

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

On July 17, 2023, the Company issued 25,000 shares of common stock to an investor for $10,000.

~~(a)~~On July ~~Past due at September 30~~17, 2023, ~~(b)~~the ~~Amount~~Company ~~owed~~issued in50,000 ~~dispute~~shares ~~(c)~~of ~~Convertible into~~ common stock ofto ~~the~~an ~~subsidiary,~~investor ~~Genvor~~for ~~Incorporated (d) Debt discount~~$25,000.

~~The~~On ~~notes~~August do25, ~~not~~2023, ~~have~~the ~~default~~Company ~~provisions~~issued ~~except~~50,000 ~~for~~shares ~~Mel~~of ~~Wentz~~common ~~receives~~stock ato ~~default~~an ~~penalty~~investor offor $1025,000 ~~each month the note goes unpaid~~.

~~The~~On ~~Company~~September is16, ~~currently~~2023, ~~disputing~~the ~~amounts~~Company ~~claimed~~issued to75,000 beshares ~~owed~~of tocommon ~~two~~stock ~~noteholders,~~for ~~Brent~~the ~~Lilienthal,~~settlement ~~and~~of ~~Mel~~a ~~Wentz,~~debt ~~under~~and ~~state~~accrued ~~usury laws~~interest ~~(See~~for ~~Note 6)~~$25,000.

On September 1319, 2023, the Company ~~entered~~issued ~~into a convertible promissory note with Barkley Capital LLC for $200~~20,000. ~~The note matures on March 13, 2024, and bears interest of 10%. The note is convertible into 134,000~~ shares of common stock atto aan ~~value~~investor offor $120,000.~~50 per share.~~

During the ~~nine~~year ~~months~~ ended September 30, ~~2022~~2024, ~~$989,000~~the ~~principal~~Company ~~and~~sold ~~$146,946~~an ~~interest~~aggregate ~~was~~of ~~converted into 2~~956,~~316,147~~600 ~~common stock~~ shares of ~~the~~ ~~Company.~~its ~~One~~common ~~note~~stock ~~holder~~at ~~had~~an aaverage ~~change~~price ~~in settlement terms, resulting in the recognition~~ of $~~5,000~~0.95 ~~loss~~per onshare ~~debt~~to ~~settlement~~investors inand ~~the accompanying~~received ~~statement~~proceeds of ~~operations for the nine months ended September 30~~$911, ~~2022~~600.

~~During~~Common ~~the~~Stock ~~year~~Issued ~~ended September 30, 2023, $76,325 was converted into 122,115 common stock shares of the Company. Additionally, $350,000 principal and $4,114 interest were converted into 1,400,000 warrants~~ for ~~common stock of the Company.~~Services

FDuring the year ended September 30, 2024, the Company issued a total of 301,072 shares of its common stock for services rendered, including 225,000 shares to related parties of the Company. These shares were valued at $356,250, the fair market values on the grant dates using the latest third-11party sale of common stock share prices on the dates of grant, and the Company recorded stock-based compensation expense of $356,250 for the year ended September 30, 2024.

~~Interest~~Common ~~expense~~Stock ~~totaled~~Issued ~~$163,795 and $141,117, respectively,~~ for ~~the~~Debt year ended September 30, 2023, and the nine months ended September 30, 2022, including default penalties. Late fees totaled $120,000 and $90,000, respectively, for the year ended September 30, 2023, and the nine months ended September 30, 2022. These late fees are in dispute and part of (a) and (b) above.Conversion

~~NOTE~~On 4June –14, ~~STOCKHOLDERS’~~2023, ~~DEFICIT~~the Company issued 25,000 shares of common stock related to the conversion of a note payable for $12,500.

~~Preferred~~On ~~Stock~~July 1, 2023, the Company issued 29,665 shares of common stock related to the conversion of a note payable and accrued interest for $14,833.

~~The~~On ~~authorized~~July ~~preferred~~14, ~~stock~~2023, of the Company ~~consists~~issued ~~of 20~~4,~~000,000~~665 shares ~~with~~of acommon ~~$0.001~~stock ~~par~~for ~~value~~the conversion of accrued interest of $2,333.

~~Series~~On ASeptember ~~Preferred~~16, ~~Stock~~2023, the Company issued 75,000 shares of common stock for the settlement of a debt and accrued interest for $25,000.

On ~~August~~December 1015, ~~2022~~2023, ~~the~~an ~~Company~~investor ~~designated~~converted ~~10 shares of~~ its ~~preferred~~note ~~stock~~in asthe ~~Series~~principal Aamount ~~Preferred Stock (“Series A”). Each share~~ of ~~Series A entitles the holder to ten million (10~~$32,~~000,000)~~500 ~~votes on all matters submitted to a vote of the stockholders of the Corporation. When~~ and asunpaid ~~any~~interest 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~~$15,563 into ~~one~~40,000 shares ~~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~~see ~~common~~Note ~~stock and all other equity or equity equivalent securities of the Company~~3).

~~The~~On ~~preferred~~March ~~stock was issued on August 16~~9, ~~2022~~2024, asan ~~follows:~~investor ~~Bradley~~converted ~~White~~its ~~(former~~note ~~Chief~~in ~~Executive~~the ~~Officer),~~principal 3amount ~~shares;~~of ~~Dr.~~$200,000 ~~Clayton~~and ~~Yates (Chief~~unpaid ~~Scientific~~interest ~~Officer~~of ~~and Chairman)~~$10,000 3into 210,000 shares; ~~and~~of ~~Dr.~~common ~~Jesse~~stock ~~Jaynes~~of ~~(Chief~~the ~~Research~~Company ~~Officer~~(see ~~and~~Note ~~Director),~~ 3 ~~shares~~). ~~See Note 7.~~

~~On September 28, 2023, as part of the Settlement Agreement with Bradley White (see Notes 6 and 7), Mr. White returned to the Company for cancellation of 3 shares of Series A preferred stock.~~ F-14

AsGENVOR ofINCORPORATED ~~September~~AND ~~30,~~SUBSIDIARIES NOTES ~~2023,~~TO ~~and~~CONSOLIDATED ~~2022,~~FINANCIAL ~~there were 6 and 9 shares of Series A preferred stock issued and outstanding, respectively.~~STATEMENTS

~~Series~~NOTE B4 ~~Preferred~~– ~~Stock~~STOCKHOLDERS’ DEFICIT (continued)

OnCommon ~~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. See Note 10.Cancellation

OnDuring ~~October~~the 19year ended September 30, ~~2022~~2024, ~~the~~two ~~following~~ shareholders ~~converted~~returned an aggregate of 500,000 shares of common stock of the Company ~~into~~that they ~~shares~~received ofincorrectly ~~Series~~in Ba toprior ~~modify~~year. In connection with the ~~common shares~~cancellation ~~outstanding~~of tothese ~~reduce~~common shares, the ~~outstanding~~Company ~~common~~decreased common stock ~~issued~~ by the ~~Company,~~par asvalue ~~follows:~~of $500 with a corresponding increase in additional paid-in capital of $500.

~~SCHEDULE~~Common OFStock ~~CONVERTED~~Issued ~~SHARES~~for OFWarrant ~~COMMON STOCK~~Exercise

Name	Common Shares Exchanged		Series B Issued
Jaynes Investment LLC (a)		2,000,000		200,000
ACT Holdings LLC (a)		7,312,612		731,262
LASB Family Trust (a)		3,800,112		380,012
Jesse Michael Jaynes (a)		4,767,611		476,762
Bradley White (a)		1,225,000		122,500
PJ Advisory Group		1,500,000		150,000
Total		20,605,335		2,060,536

In March 2024, the Company issued 60,000 shares of its common stock upon exercise of warrants and received proceeds of $60.

~~(a)~~Warrants Issued ~~Related~~for ~~parties~~Services

~~F-12~~During the year ended September 30, 2023, the Company issued 762,900 warrants for common stock of the Company for services. The issuance was for the following:

~~The conversion~~● ofServices ~~the~~- ~~common stock into Series B was valued at par~~162,900 ~~respectively,~~warrants ~~offset~~for ~~to additional paid-in capital. Series B is convertible into~~ common stock ~~into~~with ~~the~~an ~~original~~exercise ~~amount~~price of ~~common~~$0.001, ~~stock~~valued ~~converted~~at ~~therefore there is no change in the amount of common stock outstanding on a fully diluted basis.~~$162,900

~~On September~~● ~~28,~~Services ~~2023,~~by asrelated ~~part~~party of– ~~the Settlement Agreement with Bradley White (see Notes 6 and 7)~~600,000 ~~Mr.~~warrants ~~White~~for ~~returned~~common towith ~~the~~an ~~Company for~~exercise ~~cancellation~~price of ~~502~~$0.001,~~512 shares~~ ofvalued ~~Series~~at ~~B preferred stock; however~~$600, ~~the shares have not been canceled and are being held in treasury stock.~~000

~~There~~During ~~were~~the 2year ended September 30,~~060~~ 2024,~~536~~ ~~issued~~the ~~and~~Company granted a total of 1,~~558~~007,~~024 outstanding~~100 atits ~~September 30~~warrants, ~~2023~~with ~~and~~an exercise price of $0.001, for ~~shares~~services asrendered, including 650,000 warrants to related parties of the Company. The aggregate fair values of the warrants granted during the year ended September 30, ~~2022~~2024 was $1,007,100, of which, $650,000 was recorded as compensation and related benefits and $357,100 was recorded as professional fees.

~~Common~~Warrants ~~Stock~~Issued for Debt Conversion

~~The~~During ~~authorized~~the ~~common~~year ~~stock~~ended ofSeptember 30, 2023, the Company ~~consists~~issued ~~of 300~~1,~~000~~600,000 ~~shares~~warrants ~~with~~for acommon ~~$0.001~~stock ~~par~~of ~~value.~~the ~~All~~Company ~~common~~for ~~stock~~debt ~~shares are non-assessable~~conversion. ~~and~~The ~~have~~issuance ~~one~~was ~~vote~~for ~~per~~the ~~share.~~following:

~~On April~~● ~~21,~~Settlement ~~2022,~~of ~~the~~debt ~~Company~~– ~~issued~~200,000 ~~569~~warrants ~~shares~~for of common stock towith an ~~individual~~exercise ~~under~~price ~~a transfer and exchange agreement for a note receivable held in NBFL (see Note 3). At the transfer date, the latest sale~~ of ~~common stock was at~~ $0.50001, ~~accordingly the shares were~~ valued at $~~285~~200, ~~and the note was written off since NBFL has since dissolved.~~000

~~In connection~~● ~~with~~Conversion ~~the~~of ~~Merger~~notes ~~(see~~payable ~~Notes 1~~ and ~~8),~~accrued ~~the~~interest ~~founding~~– ~~shareholders of the Company cancelled 18~~1,~~144~~400,~~112~~000 ~~shares~~warrants offor common stock~~, retaining~~ ~~5%,~~with oran ~~1,855,888~~exercise ~~shares~~price of ~~common stock~~$0.001, asvalued ofat ~~June 30~~$1, ~~2022. The cancellation is presented in the accompanying statements of changes in stockholders’ deficit within the line item “Retroactive application of recapitalization.”~~400,000

~~During~~On ~~July~~November ~~2022~~11, ~~the~~2023, ~~Company entered into a transfer and exchange agreement with~~ an ~~individual~~investor toconverted ~~issue~~its ~~99,600 shares of common stock for the~~ note ~~receivable~~with ~~held in NBFL. Since NBFL had minimal assets and was dissolved during~~ the ~~year~~principal ~~ended~~amount ~~December~~of 31$300,000 ~~2019~~into 300,000 ~~the~~warrants ~~note~~of ~~receivable was immediately written-off. Based on~~ the ~~latest~~Company ~~SPA~~(see Note ~~price per share, the stock was valued at $1~~3).~~00 per share, or $99,600.~~

~~On September~~ The 8,following ~~2022,~~table ~~the~~represents ~~Company~~stock ~~issued 100,000~~warrant ~~shares~~activity as of ~~common~~and ~~stock~~for ~~to a prior Nexion contractor. This was regarding a claim against~~ the ~~predecessor~~year ~~management~~ended ~~and~~September ~~the~~30, ~~Company opted as a settlement to issue the common stock.~~2023:

Shares Issued for Services

Schedule of stock warrant activity
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Warrants Outstanding – September 30, 2022		—	$	—
Granted		2,362,900		0.001
Exercised		—		—
Forfeited/expired/cancelled		—		—

Warrants Outstanding – September 30, 2023		2,362,900	$	0.001	1.50 years	$	2,360,537

Warrants Exercisable – September 30, 2023		2,362,900	$	0.001	1.50 years	$	2,360,537

~~During~~The ~~the~~following ~~year~~table ~~ended~~summarizes ~~September 30, 2023, and~~ the ~~nine~~shares ~~months~~of ~~ended September 30, 2022,~~ the Company’s ~~issued~~common 0stock ~~and~~issuable ~~751,500~~upon ~~shares~~exercise of ~~common~~warrants ~~stock, respectively,~~(except ~~for~~Pre-Fund ~~business~~Warrants) outstanding ~~advisory services received, valued~~ at $0September ~~and $325~~30,~~750,~~ ~~respectively.~~2024:

On February 18, 2022, the Company issued 20,000 shares of common stock, valued at $10,000 (based on the latest third-party sale of common stock) to an investor for stock compensation. Additionally, 5,000 shares were issued to a debt holder as incentive, valued at $2,500 (based on the latest third-party sale of common stock), recorded in interest expense in the accompanying consolidated statement of operations for the nine months ended September 30, 2022.


	Warrants Outstanding			Warrants Exercisable
	Exercise Price	Number Outstanding at September 30, 2024	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Number Exercisable at September 30, 2024		Weighted Average Exercise Price
$	0.001	2,302,900	0.49	$	0.001	2,302,900	$	0.001
	0.001	1,307,100	0.72		0.001	1,307,100		0.001
$	0.001	3,610,000	0.57	$	0.001	3,610,000	$	0.001

~~On March~~Stock ~~8, 2022, the Company issued 2,000,000 shares of common stock to each of its three directors, for a total of 6,000,000 shares issued~~warrant ~~valued at $3,000,000~~ (~~based~~except ~~on the latest third~~Pre-~~party~~Fund ~~sale of common stock~~Warrants). ~~The~~activity ~~issuances~~for ~~are~~the ~~recorded~~year inended ~~stock~~September ~~compensation~~30, in2024 ~~the accompanying~~was ~~consolidated~~as ~~statement of operations.~~follows:

During April 2022, the Company issued 5,000 shares of common stock to a consultant valued at $2,500 and recorded in stock compensation in the accompanying consolidated statement of operations.

Schedule of stock warrant activity
		Number of Warrants			Weighted Average Exercise Price
	Outstanding at October 1, 2023		2,362,900		$	0.001
	Granted		1,307,100			0.001
	Exercised		(60,000	)		(0.001	)
	Outstanding at September 30, 2024		3,610,000		$	0.001
	Warrants exercisable at September 30, 2024		3,610,000		$	0.001

~~On May~~There ~~27,~~is ~~2022,~~no ~~the~~“established ~~Company~~trading market” ~~issued~~for ~~500,000~~ shares of the Company’s common stock ~~for~~at ~~consulting~~September ~~services~~30, 2024. ~~Based~~Therefore, on the ~~latest~~aggregate ~~third-party~~intrinsic ~~sale~~values offor ~~common~~both the stock, ~~this~~warrants ~~resulted~~outstanding inand ~~$500~~stock warrants exercisable at September 30,~~000~~ ~~stock-based~~2024 ~~compensation~~cannot be calculated.

OnNOTE ~~September~~5 ~~13,~~– ~~2022,~~INCOME ~~the Company issued 170,000 shares of common stock to Scott Gann for services.~~TAXES

~~F-13~~As of September 30, 2024 and 2023, the Company has net operating loss carry forwards of approximately $3,911,000 and $2,497,000, respectively, which may be available to reduce future years’ taxable income through 2044. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code.

~~Stock~~The ~~Issued~~Company’s tax expense differs from the “expected” tax expense for ~~Cash~~federal income tax purposes (computed by applying the United States federal tax rate of 21% to loss before taxes for fiscal year 2024 and 2023), as follows:

From October through December 2021, the Company entered into fourteen stock purchase agreements (“SPA”) for the issuance of a total of 1,475,020 shares of common stock at prices ranging from $0.40-$0.50. The proceeds received under these SPAs totaled $570,005.

Schedule of income tax expense
	September 30,
	2024			2023
Tax expense (benefit) at the statutory rate	$	(296,947	)	$	(101,591	)
State income taxes, net of federal income tax benefit		(36,765	)		(12,578	)
Change in valuation allowance		333,712			114,169
Total	$	—		$	—

~~During January and February 2022, the Company entered into six SPAs for the issuance of a total of 280,000 shares of common stock at $0.50. The proceeds received under these SPAs totaled $140,000.~~ F-15

OnGENVOR ~~May~~INCORPORATED ~~12,~~AND ~~2022,~~SUBSIDIARIES NOTES ~~the~~TO ~~Company~~CONSOLIDATED ~~entered~~FINANCIAL ~~into an SPA for the issuance of 25,000 shares of common stock for $25,000, or $1.00 per share.~~STATEMENTS

~~During~~NOTE ~~July~~5 ~~2022,~~– ~~the~~INCOME ~~Company~~TAXES ~~issued 975,000 common stock shares to the prior S-1 investors pursuant to their subscription agreements.~~(continued)

~~During~~The ~~July~~tax ~~2022,~~effects of the ~~Company~~temporary ~~issued~~differences ~~50,000~~between ~~shares~~reportable offinancial ~~common~~statement ~~stock~~income toand ataxable ~~shareholder~~income ~~pursuant~~are torecognized aas ~~December~~deferred tax ~~2021~~assets ~~SPA~~and liabilities.

OnThe ~~November~~Company ~~17,~~is ~~2022,~~open for audit by the ~~Company~~U.S. ~~issued~~Internal ~~300,000~~Revenue ~~shares~~Service ofand ~~common~~U.S. ~~stock~~state totax anjurisdictions ~~investor~~from ~~for~~tax ~~$150~~year 2021 to tax year 2024,~~000.~~

OnThe ~~May~~tax 3,effect ~~2023,~~of significant components of the Company’s ~~issued~~deferred ~~100,000~~tax ~~shares~~assets ofand ~~common~~liabilities ~~stock~~at toSeptember an30, ~~investor~~2024 ~~for~~and ~~$50~~2023,~~000.~~ are as follows:

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


	September 30,
	2024			2023
Net operating loss carryforward	$	922,926		$	589,214
Total gross deferred tax assets		922,926			589,214
Less: deferred tax asset valuation allowance		(922,926	)		(589,214	)
Total net deferred taxes	$	—		$	—

OnIn ~~May~~assessing ~~29,~~the ~~2023~~realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the ~~Company~~deferred ~~issued~~tax ~~10,000~~assets ~~shares~~will not be realized. The ultimate realization of ~~common~~deferred ~~stock~~tax toassets anis ~~investor~~dependent ~~for~~upon ~~$10~~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,~~000~~ projected future taxable income and tax planning strategies in making this assessment.

OnBecause ~~July~~of ~~12,~~the ~~2023,~~historical earnings history of the Company, ~~issued~~the ~~20,000~~net ~~shares~~deferred oftax ~~common~~assets ~~stock~~for to2024 anand ~~investor~~2023 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $103,~~000~~020,766 and $2,687,054 as of September 30, 2024 and 2023, respectively.

OnNOTE ~~July~~6 ~~13,~~– ~~2023,~~RELATED ~~the~~PARTY ~~Company issued 20,000 shares of common stock to an investor for $10,000.~~TRANSACTIONS

OnAccrued ~~July~~Liabilities ~~14,~~and ~~2023,~~Other ~~the~~Payables ~~Company~~— ~~issued~~Related ~~50,000 shares of common stock to an investor for $25,000.~~Parties

OnAs of ~~July~~September 1430, 2024 and 2023, the Company ~~issued~~owed 4Chad Pawlak,~~665~~ ~~shares~~its ofCEO, ~~common~~$11,416 ~~stock~~and $0, respectively, for ~~the~~travel and other miscellaneous ~~conversion~~reimbursements, ofwhich have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. The amount due to Chad Pawlak bears a fixed interest rate of $28.0% per annum and is short-term in nature,~~333~~ unsecured and repayable on demand.

OnAs ~~July~~of 17September 30, 2024 and 2023, the Company ~~issued~~owed 25Judith Miller,~~000~~ ~~shares~~its offormer ~~common~~chief ~~stock~~business toofficer anand ~~investor~~interim ~~for~~chief financial officer, $10403 and $0,~~000~~ respectively, for miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets.

On September ~~July 17~~28, 2023, the Company ~~issued~~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 ~~common~~Series A preferred stock toand an502,512 shares of Series B preferred stock. As of September 30, 2024 and 2023, the Company ~~investor~~still ~~for~~owed Bradley White $2550,000 and $300,000, respectively, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. The outstanding balance of $50,000 was fully paid in subsequent period.

OnAs ~~August~~of 25September 30, 2024 and 2023, the Company ~~issued~~owed 50Robert Bubeck,~~000~~ ~~shares~~its offormer ~~common~~CEO, ~~stock~~$3,846 toand an$2,025, ~~investor~~respectively, for ~~$25~~expenses paid by Rober on behalf of the Company,~~000~~ which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets.

OnAll ~~September~~amounts ~~16,~~due ~~2023,~~to ~~the~~Judith ~~Company~~Miller, ~~issued~~Bradley 75White,~~000 shares~~ ofand ~~common~~Robert ~~stock~~Bubeck ~~for~~are ~~the~~short-term ~~settlement~~in ofnature, anon-interest ~~debt~~bearing, unsecured and ~~accrued~~repayable on ~~interest for $25,000~~demand.

~~On September 19, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.~~ F-16

~~Other~~GENVOR ~~Stock~~INCORPORATED ~~Issuances~~AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OnNOTE ~~June~~7 ~~14,~~– ~~2023,~~COMMITMENTS ~~the~~AND ~~Company issued 25,000 shares of common stock related to the conversion of a note payable for $12,500.~~CONTINGENCIES

~~On July 1, 2023, the Company issued 29,665 shares of common stock related to the conversion of a note payable and accrued interest for $14,833.~~Litigation

~~Stock~~From ~~Options~~time ~~and~~to ~~Warrants~~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.

~~During~~The ~~the year ended September 30, 2023, the~~ Company ~~issued~~is ~~2,362,900~~currently ~~warrants~~disputing ~~for~~amount ~~common~~claimed ~~stock~~by ofMel ~~the~~Wentz ~~Company.~~under ~~The~~state ~~issuance~~usury ~~was~~laws ~~for~~(see ~~the~~Note ~~following:~~3).

●On February ~~Services~~7, -2024, ~~162~~the Company filed suit against Justin Kimbrough and Prosperity Consultants,~~900~~ ~~warrants~~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 ~~with~~under anagreements ~~exercise~~which ~~price~~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 $0Company common stock and for them to be returned to the Company.~~001,~~ ~~valued~~The atCompany ~~$142,900~~and Mr. Kimbrough have settled the claims in dispute and are working to effect the settlement terms before dismissal.

●On April ~~Services~~12, by2024, ~~related~~the ~~party~~Company –filed ~~600~~suit against Richard Saied,~~000~~ ~~warrants~~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 ~~with~~stock under an ~~exercise~~agreement ~~price~~which ofrequired $0the defendant to provide services to the Company and which services the defendant ultimately never provided.~~001,~~ ~~valued~~The atCompany ~~$600,000~~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.

●NOTE 8 ~~Settlement of debt~~ – ~~200,000~~SUBSEQUENT ~~warrants for common stock with an exercise price of $0.001, valued at $200,000~~EVENTS

●The Company ~~Conversion~~evaluated ofsubsequent ~~notes~~events ~~payable~~ and ~~accrued~~transactions ~~interest~~that –occurred ~~1,400,000~~after ~~warrants~~the ~~for~~balance ~~common~~sheet ~~stock~~date ~~with~~up anto ~~exercise~~the ~~price~~date ofthat $0the financial statements were issued.~~001~~ Based upon this review, ~~valued~~other atthan ~~$359~~as described below,~~414~~ the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

~~F-14~~On November 12, 2024, Chad Pawlak was elected as a Board of Directors of the Company.

~~NOTE~~Common 5Stock –Sold ~~FEDERAL~~for ~~INCOME TAX~~Cash

~~As of~~During ~~September~~the ~~30,~~period ~~2023,~~from ~~and~~April ~~2022~~1, ~~the~~2025 ~~Company~~through July ~~has~~31, ~~net~~2025, ~~operating~~the ~~loss~~Company ~~carry~~sold ~~forwards~~an aggregate of ~~approximately $2~~1,~~497~~880,000 ~~and~~shares ~~$2,133,000, respectively,~~of ~~which~~its ~~may~~common bestock ~~available~~at toa ~~reduce~~price ~~future~~of ~~years’ taxable income through 2043~~$0. ~~The Company’s net operating~~25 ~~loss~~per ~~carry~~share ~~forwards may be subject~~ to ~~annual~~investors ~~limitations,~~and ~~which~~received ~~could~~proceeds ~~reduce or defer the utilization~~ of ~~the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code~~$470,000.

~~The~~Common ~~Company’s~~Stock ~~tax~~Issued ~~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:~~Services

~~SCHEDULE~~During the period from December 1, 2024 through OFJuly ~~INCOME~~31, ~~TAX~~2025, ~~EXPENSE~~the Company issued a total of 5,475,000 shares of its common stock for services rendered, including 5,375,000 shares to related parties of the Company.

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

Common Stock Issued for Debt Conversion

~~The~~In ~~tax~~April ~~effects~~and ofMay 2025, the ~~temporary~~Company ~~differences~~issued ~~between~~120,000 ~~reportable~~shares ~~financial~~of ~~statement~~its ~~income~~common ~~and~~stock ~~taxable~~upon ~~income~~the ~~are~~conversion ~~recognized~~of asoutstanding ~~deferred~~payable balances ~~tax~~of ~~assets and liabilities~~$43,902.

~~The~~In ~~tax~~May ~~years~~2025, ~~2023~~Brent ~~and~~Lilienthal ~~2022~~converted ~~remain~~its ~~open~~note ~~for~~in ~~examination~~the byprincipal ~~federal~~amount ~~agencies~~of ~~and~~$217,000 ~~other~~into ~~jurisdictions~~120,000 inshares ~~which~~of itcommon ~~operates~~stock of the Company (see Note 3).

~~The~~Common ~~tax~~Stock ~~effect~~Issued offor ~~significant~~Debt ~~components~~Conversion of– ~~the~~Related ~~Company’s deferred tax assets and liabilities at September 30, 2023 and 2022, are as follows:~~Parties

~~SCHEDULE~~In OFMay ~~DEFERRED~~2025, ~~TAX~~the ~~ASSETS~~Company ~~AND~~issued ~~LIABILITIES~~1,300,000 shares of its common stock upon the conversion of three related parties’ outstanding payable balances of $325,000.

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

Common Stock Issued for Warrant Exercise

In ~~assessing~~April ~~the realizability of deferred tax assets~~2025, ~~management considers whether it is more likely than not that some portion or all of~~ the ~~deferred~~Company ~~tax~~issued ~~assets~~500,000 ~~will~~shares ~~not be realized. The ultimate realization~~ of ~~deferred~~its ~~tax~~common ~~assets~~stock ~~is dependent~~ upon ~~the~~exercise ~~generation~~ of ~~future~~ ~~taxable income during the periods in which those temporary differences become deductible~~warrants. ~~Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.~~

~~Because of~~Issuance ~~the historical earnings history~~ of ~~the~~Subscribed ~~Company,~~Common the net deferred tax assets for 2023 and 2022 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $2,687,054 and $2,572,885 as of September 30, 2023, and 2022, respectively.Stock

~~F-15~~In June 2025, the Company issued 210,000 shares of its common stock for shares subscribed.

~~NOTE 6 – COMMITMENTS AND CONTINGENCIES~~ F-17

~~From time~~Item ~~to time, the Company may be involved in litigation in the ordinary course of business~~9. ~~The~~Changes ~~Company~~In isand ~~not~~Disagreements ~~currently~~with ~~involved~~Accountants ~~in any litigation that we believe could have a material adverse effect~~ on ~~its~~Accounting ~~financial~~and ~~condition~~Financial ~~or results of operations.~~Disclosure

~~The Company~~We ishave ~~currently~~had ~~disputing~~no ~~amounts~~disagreements ~~claimed~~with toour beaccountants required ~~owed~~ to ~~two~~be ~~noteholders,~~disclosed ~~Brent~~pursuant ~~Lilienthal,~~to ~~and~~Item ~~Mel~~304 ~~Wentz,~~of ~~under~~Regulation ~~state usury laws (see Note 3)~~S-K.

~~Subscription Agreement~~Item ~~and~~9A. ~~Cash~~Controls ~~Held~~and ~~in Escrow~~Procedures

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

~~Upon~~The Company’s Chief Executive Officer ~~completion~~and Chief Financial Officer, who is the same person, has evaluated the effectiveness of the ~~Merger~~Company’s disclosure controls and procedures (~~see~~as ~~Notes~~defined 1in Rules 13a-15(e) and 815d-15(e), under the ~~Company~~Exchange ~~issued~~Act) ~~975~~as of the year ended September 30,~~000~~ ~~common~~2024. ~~stock~~Based upon ~~shares~~such toevaluation, the ~~investors~~Chief inExecutive Officer and Chief Financial Officer have concluded that, ~~prior~~as ~~S-1~~of ~~offering~~the end of such period, ~~during~~the ~~July~~Company’s ~~2022~~disclosure controls and procedures were ~~released~~not toeffective as required under Rules 13a-15(e) and 15d-15(e) under the ~~Company~~Exchange Act.

~~Consulting~~Management’s Annual Report on ~~Agreements~~Internal Control over Financial Reporting

~~During~~ The management of the ~~year~~Company ~~ended~~is ~~September~~responsible for ~~30,~~the ~~2023,~~preparation ~~and~~of the ~~nine~~financial ~~months~~statements ~~ended~~and ~~September~~related ~~30,~~financial ~~2022,~~information ~~the~~appearing ~~Company~~in ~~paid~~this ~~the~~Annual ~~former~~Report ~~CEO~~on ~~$171,856~~Form 10-K. The financial statements and ~~$284,746, respectively,~~notes ~~pursuant~~have tobeen aprepared ~~consulting~~in ~~agreement~~conformity ~~carried~~with ~~over~~accounting ~~from~~principles ~~related~~generally ~~party~~accepted ~~NBFL~~in the United States of America. The ~~agreement~~management ~~provides~~of the Company is also responsible for anestablishing ~~annual~~and ~~salary~~maintaining ofadequate internal control ~~$150~~over financial reporting,~~000~~ ~~which~~as ~~increases~~defined ~~based~~in onRules ~~certain~~13a-15(f) ~~capital~~and ~~raise~~15d-15(f) ~~thresholds~~under the Exchange Act. AtA ~~September~~company’s ~~30,~~internal ~~2023~~control over ~~and~~financial ~~2022,~~reporting ~~accrued~~is ~~payroll~~defined ~~owed~~as a process designed to provide reasonable assurance regarding the ~~CEO~~reliability ~~totaled~~of financial $0reporting and ~~$0,~~the ~~respectively,~~preparation asof ~~presented~~financial statements for external purposes in ~~the~~accordance ~~accompanying~~with ~~consolidated~~generally ~~balance~~accepted ~~sheets~~accounting principles. Our internal control over financial reporting includes those policies and procedures that:

~~On July~~● ~~24,~~Pertain ~~2020,~~to the ~~Company~~maintenance ~~entered~~of ~~into~~records athat ~~consulting~~in ~~agreement~~reasonable ~~for~~detail ~~business~~accurately ~~development activities, networking, negotiations,~~ and ~~strategic planning.~~fairly ~~The~~reflect ~~compensation pursuant to~~ the ~~agreement~~transactions ~~was $20,000 monthly. During the year ended September 30, 2023,~~ and ~~the~~dispositions ~~nine~~of ~~months ended September 30, 2022, $0 and $144,975, respectively, was paid to~~ the ~~consultant.~~assets ~~During the nine months ended September 30, 2022, the Company issued 500,000 shares~~ of ~~common stock, valued at $325,750, to settle~~ the ~~amounts owed to the consultant (Note 4).~~Company;

On● ~~October 5,~~Provide ~~2023,~~reasonable ~~the~~assurance ~~Company~~that ~~entered~~transactions ~~into~~are ~~an Interim~~recorded ~~CEO~~as &necessary ~~Executive Consultant Agreement (the “Executive Consulting Agreement”) with Judith S. Miller, pursuant~~ to ~~which~~permit ~~Judith~~preparation S.of ~~Miller~~financial ~~would~~statements ~~serve~~in asaccordance ~~the Company’s Interim CEO, and~~ with ~~the~~ ~~Executive~~generally ~~Consulting~~accepted ~~Agreement~~accounting ~~intended to be considered effective as of June 20~~principles, ~~2023,~~and ~~the~~that ~~date~~receipts ofand ~~Ms.~~expenditures ~~Miller’s original appointment as Interim CEO~~ of the ~~Company.~~issuer ~~Under~~are ~~the~~being ~~Executive~~made ~~Consulting~~only ~~Agreement,~~in ~~which~~accordance ~~can be terminated at any time~~ with orauthorizations ~~without cause by the Company and upon 30 days’ advance written notice by Ms. Miller, Ms. Miller will act as the Interim CEO~~ of ~~the Company and, among other~~ management ~~duties, assist the Company in recruiting a full-time CEO~~ and~~/or~~ ~~agricultural biotechnology management professional. Following~~ the ~~appointment~~board of adirectors ~~full-time CEO, Ms. Miller will be retained as an executive consultant for a period~~ of 6the ~~months~~Company; ~~thereafter.~~and

~~Office Lease~~● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

~~The Company~~Management, ~~entered~~including ~~into a sublease agreement with~~ the ~~above~~Chief ~~consultant (providing business development assistance from 2019-2020) effective~~Executive ~~August~~Officer ~~1, 2019, subject to the terms~~ and ~~conditions~~Chief ofFinancial ~~the~~Officer ~~office~~does ~~lease~~not ~~held~~expect bythat the ~~consultant~~Company’s atdisclosure ~~15540 Quorum Drive #2624~~controls, ~~Addison, Texas.~~and Oninternal ~~January~~controls 1,will ~~2019,~~prevent all ~~the~~error ~~Company adopted ASC 842 requiring this lease to be recorded as an asset~~ and ~~corresponding~~all ~~liability on its balance sheet~~fraud. ~~The~~Because ~~Company~~of ~~records~~its ~~rent~~inherent ~~expense~~limitations, ~~associated~~a ~~with~~system ~~this~~of ~~lease~~internal oncontrol ~~the~~over ~~straight-line~~financial ~~basis~~reporting incan ~~conjunction with the terms~~provide ofonly ~~the~~reasonable, ~~underlying lease. A discount rate was~~ not ~~used~~absolute, inassurance that the ~~determination~~objectives of the ~~right~~control ofsystem ~~use~~are ~~asset~~met and ~~liability~~may ~~since~~not ~~its~~prevent ~~effect~~or ~~would not~~detect ~~be significant~~misstatements. Further, ~~The~~over ~~lease~~time, ~~moved~~control tomay abecome ~~month-to-month~~inadequate ~~basis~~because ~~beginning~~of inchanges ~~September 2021 at $2,810 per month~~ in ~~addition~~conditions toor ~~common area maintenance charges. During~~ the ~~year~~degree ~~ended~~of ~~September~~compliance ~~30,~~with ~~2023, and~~ the ~~nine months ended September 30, 2022, we incurred $10,187 and~~policies ~~$30,240,~~or ~~respectively,~~procedures inmay ~~office rental expenses~~deteriorate.

~~Research~~With the participation of the Chief Executive Officer and ~~Development~~Chief ~~Agreement~~Financial Officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024, based upon the framework in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, our management has concluded that, as of September 30, 2024, the Company had material weaknesses in its internal control over financial reporting and the Company’s internal control over financial reporting was not effective. Specifically, management identified the following material weaknesses at September 30, 2024:

~~During September~~● ~~2020,~~Lack ~~the Company assumed a Cooperative Research and Development Agreement (“CRADA”) with the United States Department~~ of ~~Agriculture (“USDA”),~~oversight ~~Agricultural~~by ~~Research~~independent ~~Service~~directors ~~(“ARS”).~~in ~~Under this agreement,~~ the ~~Company~~establishment ~~committed~~and tomonitoring ~~funding the remaining amount due. As~~ of ~~September 30,~~required ~~2023,~~internal ~~and~~controls ~~2022, $0~~ and ~~$246,400, respectively, remained outstanding and is presented in the accompanying consolidated balance sheets as USDA CRADA liability.~~procedures;

~~F-16~~● Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

~~Settlement Agreement~~● Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting and to allow for proper monitoring controls over accounting;

~~On September~~● ~~28,~~Insufficient ~~2023,~~written ~~the~~policies ~~Company entered into a Settlement Agreement with Bradley White, former CEO~~ and ~~director~~procedures ofover ~~the~~accounting ~~Company,~~transaction ~~who was~~processing 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~~period ~~subsequent~~end ~~payment~~financial ondisclosure ~~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~~reporting ~~of Series B preferred stock~~processes. ~~See Notes 4 and 7.~~

~~NOTE~~To remediate our internal control weaknesses, 7management –intends ~~RELATED~~to ~~PARTY~~implement ~~TRANSACTIONS~~the following measures:

~~Consulting~~● ~~Agreement~~The Company will add sufficient number of independent directors to the board and appoint an audit committee.

On October 5, 2023, the Company entered into an Interim CEO & Executive Consultant Agreement (the “Executive Consulting Agreement”) with Judith S. Miller, pursuant to which Judith S. Miller would serve as the Company’s Interim CEO, and with the Executive Consulting Agreement intended to be considered effective as of June 20, 2023, the date of Ms. Miller’s original appointment as Interim CEO of the Company. Under the Executive Consulting Agreement, which can be terminated at any time with or without cause by the Company and upon 30 days’ advance written notice by Ms. Miller, Ms. Miller will act as the Interim CEO of the Company and, among other management duties, assist the Company in recruiting a full-time CEO and/or agricultural biotechnology management professional. Following the appointment of a full-time CEO, Ms. Miller will be retained as an executive consultant for a period of 6 months thereafter. For the year ended September 30, 2023, Ms. Miller has earned $65,000 of which $14,500 is a payable as of September 30, 2023.23

~~Share Issuances~~● The Company will add sufficient knowledgeable accounting personnel to ~~the~~properly ~~Board~~segregate duties and to affect a timely, accurate preparation of ~~Directors~~the financial statements.

~~On March~~● 8,Upon ~~2022,~~ the ~~Company~~hiring ~~issued 2,000,000 shares~~ of ~~common~~additional ~~stock~~accounting ~~to each of its three directors~~personnel, ~~for a total of 6,000,000 shares issued valued at $3,000,000 (based on~~ the ~~latest~~Company ~~third-party~~will ~~sale~~develop ofand ~~common~~maintain ~~stock).~~adequate ~~The~~written ~~issuances~~accounting ~~are~~policies ~~recorded~~and ~~in stock compensation in the accompanying consolidated statement of operations~~procedures.

The ~~Company~~ ~~issued~~additional ~~Series~~hiring Ais ~~preferred~~contingent ~~stock~~upon the onCompany’s ~~August~~efforts ~~16,~~to ~~2022,~~obtain asadditional ~~follows:~~funding ~~Bradley~~through ~~White~~equity ~~(former~~or ~~Chief~~debt ~~Executive~~for ~~Officer),~~its 3continued ~~shares;~~operational ~~Dr. Clayton~~activities ~~Yates (Chief Scientific Officer~~ and ~~Chairman),~~corporate expenses. 3Management ~~shares;~~provides ~~and~~no ~~Dr.~~assurances ~~Jesse~~that ~~Jaynes~~it ~~(Chief~~will ~~Research~~be ~~Officer~~able ~~and~~to ~~Director),~~do ~~3 shares~~so. ~~See Note 4.~~

OnWe understand that remediation of material ~~October~~weaknesses ~~19,~~and ~~2022,~~deficiencies ~~the~~in ~~following~~internal ~~shareholders~~controls ~~converted~~are ~~shares~~a ofcontinuing ~~common~~work ~~stock~~in ofprogress due to the ~~Company~~issuance ~~into~~of ~~shares~~new standards and promulgations. However, remediation of ~~Series~~any Bknown todeficiency ~~modify~~is ~~the~~among ~~common shares~~our ~~outstanding~~highest topriorities. ~~reduce~~Our management will periodically assess the ~~outstanding~~progress and ~~common~~sufficiency ~~stock~~of ~~issued~~our byongoing ~~the~~initiatives ~~Company,~~and adjust as ~~follows:~~and when necessary.

~~SCHEDULE~~As a smaller reporting company, we are OFnot ~~CONVERTED~~required ~~SHARES~~to OFprovide, ~~COMMON~~and ~~STOCK~~this annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Name	Common Shares Exchanged		Series B Issued
Jaynes Investment LLC (a)		2,000,000		200,000
ACT Holdings LLC (a)		7,312,612		731,262
LASB Family Trust (a)		3,800,112		380,012
Jesse Michael Jaynes (a)		4,767,611		476,762
Bradley White (a)		1,225,000		122,500
PJ Advisory Group		1,500,000		150,000
Total		20,605,335		2,060,536

Changes in Internal Control over Financial Reporting

~~(a)~~There ~~Related~~were ~~parties~~no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~On September~~Limitations ~~28,~~on ~~2023, as part of~~ the ~~Settlement~~Effectiveness ~~Agreement, Bradley White returned for cancellation 3 shares~~ of ~~Series A preferred stock and 502,512~~ ~~shares of Series B preferred stock.~~Controls

~~Services~~The Company’s management, including ~~from~~the ~~Related~~CEO ~~Parties~~and Chief Financial Officer (“CFO”), does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

~~The daughter~~Item of9B. ~~the~~Other ~~CEO and Board member was paid $21,900 and $16,925, respectively, for clerical services provided during the nine months ended September 30, 2022, and the year ended December 31, 2021~~Information.

~~Receivables from Related Parties~~None.

~~During 2018,~~Item ~~Robert Bubeck, former CEO, paid $3,846 of expenses on behalf of the Company~~9C. ~~The~~Disclosure ~~amount~~Regarding ~~due~~Foreign toJurisdictions ~~related~~That ~~party~~Prevent ~~at both September 30, 2023, and 2022 is $3,846 and is due on demand and non-interest bearing~~Inspections.

~~F-17~~Not applicable.

~~Settlement Agreement~~24

~~On September~~PART 28, 2023, the Company entered into a Settlement Agreement with Bradley White, former CEO and director of the Company, who was terminated on June 20, 2023. As part of the Settlement Agreement, Mr. White was to receive a total settlement of $300,000, payable in tranches of $50,000, beginning on September 28, 2023, or within seven days and each subsequent payment on the anniversary date of the Settlement Agreement. 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. See Notes 4 and 6.III

~~NOTE 8~~Item –10. ~~MERGER~~Directors, ~~WITH~~Executive ~~OLD~~Officers, ~~GENVOR~~and Corporate Governance.

~~On May~~The ~~27,~~following ~~2022,~~table ~~the~~sets ~~Company,~~forth ~~formerly known as Allure Worldwide, Inc., Merger Sub, and Old Genvor completed the Acquisition and Merger~~information ~~transaction~~with ~~(Note~~respect ~~1). The transaction was completed pursuant~~ to ~~the~~persons ~~Merger~~who ~~Agreement,~~are ~~pursuant~~serving toas ~~which~~directors ~~Merger Sub merged with~~ and ~~into Old~~officers ~~Genvor, with Old Genvor continuing as a wholly owned subsidiary~~ of the Company. ~~and~~Each ~~the~~director ~~surviving~~holds ~~corporation~~office inuntil the ~~Merger.~~next ~~Immediately~~annual ~~upon~~meeting ~~completion~~ of ~~the~~shareholders ~~Merger,~~or ~~the~~until ~~former~~his ~~stockholders~~successor ofhas ~~Old~~been ~~Genvor~~elected ~~stockholders held a majority of the common stock~~ and ~~voting interest of the combined company~~qualified.

In the Merger, the Company issued shares of its common stock to Old Genvor stockholders at an exchange ratio of 1:1 (with each share of Old Genvor common stock automatically converted in the merger into the right to receive a share of Company common stock, and a total of 35,261,871 shares of Company common stock issued to Old Genvor’s pre-merger stockholders). Pursuant to the original Acquisition agreement and Merger, the Company’s founding shareholders retained 5% of the Company’s outstanding shares of common stock, or 1,855,888 shares (Note 4). After closing the Acquisition and for a period of two years following commencement of trading of the Company’s common stock, the Company and Old Genvor agreed that the Company will make additional issuances of the Company’s common stock to the founding shareholders to ensure that in the aggregate they maintain their 5% ownership of the Company’s outstanding common stock.

Name	Age	Position

Chad Pawlak	52	Chief Executive Officer (1), Interim Chief Financial Officer (2), Director (3)
Clayton Yates	48	Director (4)
Jesse Jaynes	73	Chief Research Officer (4), Director (4), Chief Scientific Officer (1)

Pursuant to business combination accounting for reverse acquisitions, the Company accounted for the Merger as a capital transaction (reverse recapitalization) rather than a business combination (or asset acquisition). Since the Company was formerly a special purpose acquisition company (“SPAC”) with no assets and only expenses related to maintaining its public shell company status, and Old Genvor has cash, other assets, a contract with the USDA (Note 6), and has raised funds from investors, Old Genvor was determined to be the accounting acquirer. Because a reverse recapitalization is equivalent to the issuance of shares by the private operating company for the net monetary assets of the public shell company, the transaction costs incurred by Old Genvor to affect the recapitalization were recognized as a reduction in additional paid-in capital rather than expensed as incurred. The assets and liabilities of Old Genvor were consolidated with the Company at their book value, the equity accounts were retroactively adjusted to reflect the equity of the Company, with a balancing adjustment through the additional paid-in capital account.

	(1)	Appointed on January 17, 2024.
	(2)	Assumed CFO role on May 29, 2024, upon Judith Miller’s termination on that date.
	(3)	Appointed on November 12, 2024.
	(4)	Appointed on January 12, 2021.

~~During the~~Biographies ~~nine~~of ~~months~~Directors ~~ended September 30, 2022,~~ and the year ended December 31, 2021, the Company paid $140,000 and $10,000, respectively, in anticipation of closing the Acquisition. The total $150,000 was recognized in additional paid-in capital as of the date of the Merger.Officers

~~NOTE~~The following is a brief account of the 9education –and ~~INTELLECTUAL~~business ~~PROPERTIES~~experience during at least the past five years of each director, executive officer, and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

~~The Company~~Chad was granted a patent (#11083775) on August 10, 2021, by the United States Patent and Trademark Office. The patent was assigned by the inventors to the Company and The United States of America, as represented by the Secretary of Agriculture.Pawlak

~~NOTE~~Chad Pawlak brings over 30 years of experience 10with a proven track record of driving revenue growth and fostering strategic partnerships across agribusiness and sustainability – ~~SUBSEQUENT~~particularly ~~EVENTS~~in soil and water conservation. He has a deep understanding of regenerative agriculture, biotechnology, crop cultivation and consumer packaged goods (CPG). Most recently, he was CEO of Locus Agricultural Solutions (from August 2021 to October 2023), an agricultural biological company, where he led the strategic growth plan through cross-functional collaboration, resulting in over 350,000 acres of enrollment in a nature-based carbon credit project utilizing a biological product as the practice change. From January 2018-October 2019, Chad was a member of the Board of INUS Protein, a North American supplier, blending partner and product development resource for insect protein powders in food and feed use. Chad also has previous experience as the U.S.-Canada Crop & Plant Protection Business Director Lead - Botanicals for MGK (a part of Valent USA & Sumitomo Chemical) (2018-2019). In this role, he was responsible for the overall design of the strategic business plan of the $30 million Botanical & Organic Crop Protection segments in the U.S. & Canada. He holds an MBA from the Jack Welch Management Institute and BS & AOS in Marketing and Advertising/Public Relations from Johnson & Wales University.

~~The Company~~Dr. ~~has~~Clayton ~~evaluated~~Yates, ~~subsequent events from the balance sheet through the date of this filing and determined there were no events to disclose except the following~~Ph.D.

~~On November~~Dr. 1Clayton Yates, ~~2023~~Ph.D., co-founded Genvor and is Chairman of the ~~Company~~Board ~~issued~~of ~~20,000~~Genvor. ~~shares~~His research is currently funded by the National Cancer Institute (NCI) and Department of ~~common~~Defense ~~stock~~(DOD) Congressionally Medical Directed Research Programs. Dr. Yates is also a scientist at Tuskegee University, focused on identifying molecular targets for ~~$20~~therapeutic intervention in prostate,~~000~~ breast, and pancreatic cancers. Dr. Yates received his initial training at the University of Pittsburgh School of Medicine in the Department of Cellular and Molecular Pathology. He completed additional training in Tissue Engineering and Regenerative Medicine jointly from the McGowan Institute for Regenerative Medicine and Massachusetts Institute of Technology (MIT). Dr. Yates completed his post-doctoral training at Emory University School of Medicine in the Department of Molecular Urology.

~~On November 1, 2023, the Company issued 50,000 shares of common stock for $50,000.~~25

~~On November~~Dr. 1,Jesse ~~2023~~Jaynes, ~~the Company issued 20,000 shares of common stock for $20,000~~Ph.D.

OnDr. Jesse Jaynes, Ph.D., co-founded Genvor ~~November~~as 1well, ~~2023~~and he leads the research for Genvor and manages ongoing, critical communication with our outside research and development partners and associations. Dr. Jaynes is one of the ~~Company~~world’s ~~issued~~leading 20authorities on therapeutic peptide design and has vast experience in drug development for various applications,~~000~~ ~~shares~~including agriculture, animal health, wound healing, and oncology. Dr. Jaynes’ research is funded by USDA, NSF, and NIH. He has more than 60 United States and foreign patents and has authored over 100 scientific journal articles. Over the past 15 years, Dr. Jaynes has served on the board of ~~common~~numerous ~~stock~~life science companies and is currently the Chief Technology Officer for ~~$20~~the National Cancer Coalition. Dr. Jaynes is a Professor of Biochemistry at Tuskegee University. Dr. Jaynes completed his doctoral training at Brigham Young University,~~000~~ Utah.

~~On November~~There 8,are ~~2023,~~no ~~the~~family ~~Company~~relationships ~~issued~~among any ~~20,000 shares~~ of ~~common~~our ~~stock~~directors ~~for~~and ~~$20,000~~executive officers.

OnOur directors are elected at the annual ~~November~~meeting 8of the shareholders, ~~2023~~with vacancies filled by the Board of Directors, and they serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the ~~Company~~board ~~issued~~of 25directors and serve at the discretion of the board of directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting,~~000~~ ~~shares~~without prior notice and without a vote, if consent of ~~common~~consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock ~~for~~having ~~$25~~not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office,~~000~~ its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.

~~On November~~Indemnification ~~8, 2023, the Company issued 20,000 shares~~ of ~~common~~Directors ~~stock~~and ~~for $20,000.~~Officers

OnSection 78.138 of the Nevada Revised Statutes ~~November~~(“NRS”) 8provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, ~~2023~~and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the ~~Company~~law. ~~issued~~Section 2078.7502 of NRS permits a company to indemnify its directors and officers against expenses,~~000~~ ~~shares~~judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of ~~common~~the corporation ~~stock~~and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise. Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for ~~$20~~any liability asserted against him and liability and expenses incurred by him in his capacity as a director,~~000~~ officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

~~On November 10, 2023, the Company issued 25,600 shares of common stock for $25,600.~~26

OnOur Articles of Incorporation provide that ~~November~~no 13director or officer of the Company will be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, ~~2023~~however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of NRS. In addition, our Bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that the Company ~~issued~~shall 20indemnify its directors to the fullest extent permitted by the NRS and may,~~000~~ ~~shares~~if and to the extent authorized by the board of ~~common~~directors, ~~stock~~so ~~for~~indemnify ~~$20~~its officers and any other person whom it has the power to indemnify against liability,~~000~~ reasonable expense or other matter whatsoever; and the Company may at the discretion of the board of directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in the paragraph above against any and all liability incurred by such person in any such position or arising out of his status as such.

OnInsofar as indemnification by us for liabilities ~~November~~arising 21under the Securities Act may be permitted to our directors, ~~2023~~officers or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the ~~Company~~opinion ~~issued~~of ~~250~~the SEC,~~000~~ ~~warrants~~such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for ~~common~~indemnification by ~~stock~~such todirector, ~~Good~~officer ~~Works~~or ~~Funding~~controlling person of us in the successful defense of any action, ~~Inc.~~suit or proceeding is asserted by such director, ~~which~~officer ~~may~~or becontrolling ~~deemed~~person toin beconnection ~~beneficially~~with the securities being offered, we will, unless in the opinion of ~~owned~~our bycounsel ~~Judith~~the S.matter ~~Miller~~has been settled by controlling precedent, submit to a ~~milestone~~court onof ~~their~~appropriate ~~consulting~~jurisdiction ~~agreement~~the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~On December~~Director ~~8, 2023, the Company issued 50,000 shares of common stock for $50,000.~~Compensation

OnDuring ~~December~~the 11years ended September 30, 2024 and 2023, ~~the~~we ~~Company~~did ~~issued~~not ~~10,000~~have ~~shares of~~an ~~common~~independent ~~stock~~director. Directors that were employees were not paid any fees for ~~$10,000~~their role as directors.

OnInvolvement ~~December~~on ~~13,~~Certain ~~2023,~~Material ~~the~~Legal Proceedings ~~Company~~During ~~issued~~the ~~100,000~~Last ~~shares~~Five ~~of common stock for $100,000.~~Years

OnNo ~~December 14~~director, ~~2023~~officer, ~~the~~significant ~~Company~~employee, or ~~issued~~consultant ~~50,000~~has ~~shares~~been ofconvicted ~~common~~in ~~stock~~a ~~for~~criminal ~~$50~~proceeding,~~000~~ exclusive of traffic violations.

OnNo ~~December~~bankruptcy 20petitions have been filed by or against any business or property of any director, ~~2023~~officer, significant employee, or consultant of the Company ~~issued~~nor ~~53,000~~has ~~shares~~any bankruptcy ofpetition ~~common~~been ~~stock for~~filed ~~$53,000~~against a partnership or business association where these persons were general partners or executive officers.

OnNo ~~December~~director, 26officer, ~~2023~~significant employee, or ~~the~~consultant ~~Company~~has ~~issued~~been 50permanently or temporarily enjoined,~~000~~ ~~shares~~barred, ofsuspended, ~~common~~or ~~stock~~otherwise ~~for~~limited ~~$50~~from involvement in any type of business,~~000~~ securities, or banking activities.

OnNo ~~January 8~~director, ~~2024,~~officer ~~the~~or ~~Company~~significant ~~issued~~employee has ~~8,000~~been ~~shares~~convicted of ~~common~~violating ~~stock~~a ~~for~~federal ~~$8,000~~or state securities or commodities law.

~~F-18~~Directors’ and Officers’ Liability Insurance

~~Item 9.~~The ~~Changes~~Company Inpurchased directors’ and ~~Disagreements~~officers’ ~~with~~liability ~~Accountants~~insurance, oneffective ~~Accounting~~January 8, 2025, to insure our directors and ~~Financial~~officers ~~Disclosure~~against liability for acts or omissions in their capacities as directors or officers.

~~We have~~Code ~~had no disagreements with our accountants required to be disclosed pursuant to Item 304~~ of ~~Regulation S-K.~~Ethics

~~Item~~We intend to adopt a code of ethics that ~~9A.~~applies ~~Controls~~to our officers, directors, and ~~Procedures~~employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.

~~Evaluation of~~Corporate ~~Disclosure~~Governance ~~Controls~~ and ~~Procedures~~Board Independence

~~The Company’s~~Our ~~Chief~~Board ~~Executive~~of ~~Officer~~Directors ~~and~~consists ~~Chief Financial Officer have evaluated the effectiveness~~ of ~~the Company’s disclosure~~three ~~controls~~directors and ~~procedures~~has ~~(as~~not ~~defined~~established ina ~~Rules~~Nominating ~~13a-15(e)~~or ~~and~~Governance ~~15d-15(e)~~Committees ~~under~~as ~~the~~standing ~~Exchange~~committees. ~~Act)~~The asBoard ofdoes ~~the~~not ~~year~~have ~~ended~~an ~~September 30, 2023.~~executive ~~Based~~committee ~~upon~~or ~~such~~any ~~evaluation,~~committees ~~the~~performing ~~Chief~~a ~~Executive~~similar ~~Officer~~function. ~~and~~We ~~Chief~~are ~~Financial~~not ~~Officer~~currently ~~have~~listed ~~concluded~~on ~~that,~~a asnational ofsecurities ~~the~~exchange ~~end~~or ~~of such period,~~in ~~the~~an ~~Company’s~~inter-dealer ~~disclosure~~quotation ~~controls~~system ~~and~~that ~~procedures~~has ~~were~~requirements ~~not~~that ~~effective~~a asmajority ~~required~~of ~~under~~the ~~Rules~~board ~~13a-15(e)~~of ~~and~~directors ~~15d-15(e)~~be ~~under the Exchange Act~~independent.

~~Management’s Annual Report on Internal Control over Financial Reporting~~27

~~The management~~Due ofto ~~the~~our ~~Company~~lack isof ~~responsible~~operations ~~for~~and ~~the~~size, and ~~preparation~~since ofwe ~~the~~are ~~financial~~not ~~statements~~currently ~~and~~listed ~~related~~on ~~financial~~a ~~information~~national ~~appearing in~~securities ~~this~~exchange, ~~Annual~~we ~~Report~~are onnot ~~Form~~subject ~~10-K.~~to ~~The~~any ~~financial~~listing ~~statements~~requirements ~~and~~mandating the ~~notes~~establishment ~~have~~of ~~been~~any ~~prepared~~particular incommittees; ~~conformity~~all ~~with~~functions ~~accounting~~of ~~principles~~a ~~generally accepted~~nominating/governance incommittee ~~the~~were ~~United~~performed ~~States~~by our whole board of ~~America~~directors. ~~The~~Our ~~management~~board of ~~the~~directors ~~Company~~intends isto ~~also~~appoint ~~responsible~~such ~~for~~persons ~~establishing~~ and ~~maintaining~~form ~~adequate internal~~such ~~control~~committees ~~over~~as ~~financial~~are ~~reporting,~~required asto ~~defined~~meet inthe corporate ~~Rules~~governance ~~13a-15(f)~~requirements ~~and~~imposed ~~15d-15(f)~~by ~~under~~ the ~~Exchange~~national ~~Act.~~securities Aexchanges ~~company’s~~as ~~internal control~~necessary. ~~over~~Our ~~financial~~board ~~reporting~~of isdirectors ~~defined~~does asnot abelieve that ~~process~~it ~~designed~~is necessary to ~~provide~~have ~~reasonable~~such ~~assurance~~committees ~~regarding~~at the ~~reliability~~early stage of ~~financial reporting and~~ the ~~preparation~~company’s ofdevelopment, ~~financial~~and ~~statements~~our ~~for~~board ~~external~~of ~~purposes~~directors believes inthat ~~accordance~~the ~~with~~functions ~~generally~~of ~~accepted~~such ~~accounting~~committees ~~principles. Our~~can ~~internal~~be ~~control~~adequately ~~over~~performed ~~financial~~by ~~reporting~~the ~~includes~~members ~~those~~of ~~policies~~our ~~and~~board ~~procedures~~of ~~that:~~directors.

●We ~~Pertain~~believe tothat ~~the~~our ~~maintenance~~board of ~~records~~directors is ~~that~~capable inof ~~reasonable~~analyzing ~~detail accurately~~ and ~~fairly~~evaluating ~~reflect~~our ~~the~~financial ~~transactions~~statements and ~~dispositions~~understanding ofinternal ~~the~~controls ~~assets~~and ofprocedures ~~the~~for ~~Company;~~financial reporting. ●We ~~Provide~~believe ~~reasonable~~that ~~assurance~~retaining ~~that~~an ~~transactions~~independent ~~are~~director ~~recorded~~who aswould ~~necessary~~qualify toas ~~permit~~an ~~preparation~~“audit ofcommittee financial ~~statements~~expert” would inbe ~~accordance~~overly ~~with~~costly ~~generally accepted accounting principles,~~ and ~~that~~burdensome ~~receipts~~ and ~~expenditures~~is ofnot ~~the~~warranted ~~issuer are being made only~~ in ~~accordance~~our ~~with~~circumstances ~~authorizations~~given ~~of management and~~ the ~~board~~early ofstages ~~directors~~ of ~~the~~our ~~Company;~~development and ~~● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of~~ the fact ~~Company’s assets~~ that ~~could~~we have anot ~~material~~generated ~~effect~~any onmaterial ~~the~~revenues ~~financial~~to ~~statements~~date.

~~Management, including~~Board ~~the~~Leadership ~~Chief~~Structure ~~Executive Officer~~ and ~~Chief Financial Officer does not expect that~~ the ~~Company~~Board’s ~~disclosure controls, and internal~~ ~~controls~~Role will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in ~~conditions~~Risk ~~or the degree of compliance with the policies or procedures may deteriorate~~Oversight.

~~With the~~The ~~participation~~Board of ~~the~~Directors ~~Chief~~is ~~Executive~~led ~~Officer~~by ~~and~~a ~~Chief~~chairman. The ~~Financial~~Board ~~Officer,~~believes ~~our~~its ~~management~~current ~~evaluated~~leadership structure best serves the ~~effectiveness~~objectives of the ~~Company~~Board’s ~~internal~~ ~~control~~oversight ~~over financial reporting as~~ of ~~September 30~~management, ~~2021, based upon~~ the ~~framework in Internal Control –Integrated Framework~~ ~~issued~~Board’s byability ~~the~~to ~~Committee~~carry ofout ~~Sponsoring~~its ~~Organizations~~roles ofand ~~the~~responsibilities ~~Treadway Commission (COSO) in 2013. Based~~ on ~~that~~behalf ~~evaluation, our management has concluded that, as~~ of ~~September~~the ~~30,~~Company’s ~~2023~~shareholders, and the Company’s overall ~~had~~governance. ~~material~~The ~~weaknesses~~Board inperiodically ~~its~~reviews ~~internal control over financial reporting and~~ the ~~Company’s~~leadership ~~internal~~structure ~~control~~to ~~over~~determine ~~financial~~whether ~~reporting~~it ~~was~~continues ~~not~~to ~~effective.~~best ~~Specifically,~~serve ~~management identified~~ the ~~following material~~ ~~weaknesses~~Company atand ~~September~~its ~~30, 2023:~~shareholders.

	1.	Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures;
	2.	Lack of functioning audit committee, resulting in ineffective oversight i

Filing Compare · Genvor Inc