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, ~~2024~~2025

☐ 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)

1550 W Horizon Ridge Pkwy, Ste R #3040

Henderson, NV 89012

(715) 903-6473

(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 2928, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant had an undetermined value as the registrant’s common stock, isat that time, was not eligible for proprietary broker-dealer quotations although it was previously quoted for trading on the OTC Link ATS, and trading data is was not available on otcmarkets.com until about November 11, 2025.

The number of the registrant’s shares of common stock outstanding was 2934,~~634~~511,~~608~~855 as of ~~July~~December 318, 2025.

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Business	4
Item 1A.	Risk Factors	1315
Item 1B.	Unresolved Staff Comments	1315
Item 1C.	Cybersecurity	1315
Item 2.	Properties	1316
Item 3.	Legal Proceedings	1416
Item 4.	Mine Safety Disclosures	1417
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1417
Item 6.	[Reserved]	1720
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	1720
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2225
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2326
Item 9A.	Controls and Procedures	2326
Item 9B.	Other Information	2427
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2427
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	2528
Item 11.	Executive Compensation	3033
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3336
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3437
Item 14.	Principal Accounting Fees and Services	3538
PART IV.
Item 15.	Exhibits	3639
Item 16.	Form 10-K Summary	3740
	Signatures	3841
	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: 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”), 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.

~~Business~~The ~~Overview~~Company’s subsidiary, Genvor Inc., was incorporated under the laws of the State of Delaware on April 4, 2019, as “Nexion Biosciences Inc.,” and ~~Strategic~~on ~~Direction~~January 22, 2020, its name was changed to “Genvor Inc.” Genvor Inc. is a pioneer in AI-accelerated peptide technology for sustainable agriculture.

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.

Business Overview and Strategic Vision

The Company, through its wholly owned subsidiary Genvor Inc., is pioneering the development and commercialization of AI-accelerated peptide technology to address critical challenges in global agriculture. Genvor’s proprietary BioCypher Algorithm and extensive library of patented peptides represent a transformative approach to sustainable crop protection and performance enhancement, targeting the estimated $220 billion in annual global crop losses attributed to plant diseases, pests, and environmental stressors.

The Company’s technology platform encompasses multiple classes of engineered peptides designed to address distinct agricultural challenges. Antimicrobial peptides (AMPs) provide broad-spectrum protection against fungal, bacterial, and viral pathogens that threaten crop productivity worldwide. Nutritionally enhanced peptides (NEPs) optimize nutrient uptake and utilization, improving crop yields and quality while reducing fertilizer inputs. The Company is also advancing crop-enhancing peptides (CEPs) that improve stress tolerance and plant vigor, as well as insecticidal peptides that offer targeted pest control without the environmental persistence associated with synthetic chemicals.

These peptide technologies are distinguished by their multiple modes of action and biodegradability, which significantly reduce the risk of resistance development that increasingly limits the effectiveness of conventional chemical pesticides. The Company’s solutions are designed to meet stringent regulatory requirements for residue-free agricultural products while maintaining or exceeding the efficacy standards of traditional crop protection methods. This positions Genvor to capture value in both conventional and organic agricultural markets as global regulations continue to restrict chemical pesticide usage and consumers increasingly demand sustainably produced food.

The Company’s strategic vision extends beyond crop protection to encompass the broader agricultural value chain. Genvor is actively developing applications for its peptide portfolio in animal health and nutrition, where NEPs demonstrate potential to improve feed conversion efficiency, enhance gut health, and reduce antibiotic usage in livestock and aquaculture production systems. These cross-sector applications leverage the same core technology platform and AI-driven discovery capabilities, creating multiple pathways for value creation and commercial deployment.

Genvor's approach to market entry emphasizes capital efficiency through strategic partnerships rather than internal infrastructure development. The Company pursues licensing agreements, joint development partnerships, and collaborative research arrangements with leading agricultural organizations who possess the regulatory expertise, distribution networks, and market access required for global commercialization. This partnership-driven model enables Genvor to focus resources on technology advancement and peptide discovery while leveraging partners’ complementary capabilities to accelerate time-to-market and maximize geographic reach.

The Company operates at a critical inflection point in agricultural innovation, where converging factors including climate change impacts, evolving pest resistance, tightening regulations, and consumer preferences are driving unprecedented demand for sustainable agricultural solutions. Genvor’s peptide platform, protected by multiple patents and powered by proprietary AI technology, is positioned to address these market needs across the agricultural value chain.

Business Strategy

Genvor’s business strategy centers on leveraging its proprietary BioCypher Algorithm, an AI-driven peptide discovery platform, to create sustainable agricultural solutions that optimize crop performance across diverse growing conditions. The Company targets critical agricultural challenges including plant diseases, toxins, bacteria, and fungi through peptide technologies that enhance yields, improve stress tolerance, and deliver nutrient optimization while meeting evolving regulatory requirements for residue-free solutions.

The Company employs a licensing-first commercialization model, forming strategic partnerships and joint development agreements (JDAs) that create mutual competitive advantages. This approach enables leading agricultural organizations to access validated peptide technology with protected market rights while leveraging partners’ regulatory expertise and distribution capabilities. Collaborations span the innovation spectrum from research institutions for advanced testing to industry partners for field validation and market access, ensuring solutions achieve scalable commercial success across specific crops, applications, and geographic markets.

Technology Platform

The Company’s proprietary BioCypher Algorithm represents a paradigm shift in agricultural biotechnology, combining computational biology with machine learning to accelerate peptide discovery while ensuring commercial viability. By integrating molecular modeling, predictive analytics, and regulatory benchmarks, the platform generates and screens peptide candidates significantly faster than traditional R&D approaches, reducing development timelines from years to months.

Genvor has assembled an extensive library of more than 50,000 designed peptides addressing high-value agricultural applications including biological crop protection against bacterial, fungal, and viral pathogens; yield enhancement through improved stress tolerance and plant vigor; nutrient optimization for enhanced uptake efficiency; and animal health applications in feed efficiency and performance. The platform supports multiple delivery mechanisms including foliar applications, transgenic seed traits, and seed treatments, enabling cross-crop scalability across row crops and specialty crops. Notable validation includes the Company’s transgenic corn peptide AGM182, which demonstrated 72% reduction in fungal growth and 98% reduction in aflatoxin contamination in USDA trials.

Intellectual Property

The Company’s intellectual property portfolio comprises 5 issued U.S. patents, 2 pending U.S. patent applications, and 4 additional applications in preparation. The Company has also filed 3 international patent applications in Canada, Mexico, and China to protect its technology in key agricultural markets. The Company’s U.S. patents have expiration dates ranging from 2031 to 2038.

The Company’s issued patents and pending applications cover critical aspects of its peptide technology platform and commercial applications. The portfolio includes composition of matter patents claiming novel antimicrobial lytic peptides effective in treating citrus plant diseases, including citrus canker and citrus greening disease, with claims covering three distinct peptides and compositions for disease treatment. Additionally, the Company holds patents covering transgenic corn expressing antifungal peptide AGM182, developed in collaboration with the USDA (DN:0113.18), which include claims for transgenic maize plants and lines expressing AGM182, methods for producing such transgenic lines, the synthetic AGM182 peptide itself, expression vectors, and methods for preventing or treating plants to reduce growth of mycotoxin-producing fungal species.

The Company has patent applications in preparation covering novel antimicrobial peptides, production methods for bioactive peptides for use as foliar sprays and in disease-resistant plants, generative artificial intelligence systems for peptide optimization and discovery, and novel peptides for the treatment of insect infestation. These applications are expected to strengthen the Company’s intellectual property position and provide additional protection for its expanding technology platform.

The Company has obtained registered trademarks for GENVOR PEPTIDES BY DESIGN®.

The Company’s success depends in part on its ability to obtain and maintain patent protection for its technologies and products, preserve trade secrets, and operate without infringing the intellectual property rights of others. The Company’s policy is to seek to protect its proprietary rights through various methods, including filing patent applications in the United States and foreign jurisdictions to cover certain aspects of its technology. The Company continues to develop and file patent applications relating to its expanding technology platform both domestically and internationally. However, there can be no assurance that the Company’s pending patent applications will result in issued patents, that any issued patents will provide adequate protection for the Company’s technology, or that third parties will not assert intellectual property infringement claims against the Company.

Competitive Advantages

Genvor’s competitive position is distinguished by several key factors that differentiate the Company from both traditional chemical pesticide manufacturers and other biological solution providers. The Company’s AI-accelerated discovery capabilities through the BioCypher Algorithm enable rapid iteration and optimization of peptide candidates, dramatically reducing time-to-market compared to traditional agricultural R&D cycles. Unlike single-product companies, Genvor’s platform technology targets fundamental plant mechanisms, enabling single discoveries to generate multi-crop opportunities and diverse application pathways. The Company’s peptide-based solutions qualify for expedited regulatory pathways as biological products, reducing approval timelines and costs compared to synthetic chemical alternatives. Additionally, peptides’ multiple modes of action and biodegradability minimize resistance development risks that challenge conventional chemical pesticides. The growing demand for sustainable, residue-free agricultural solutions aligns with Genvor’s technology capabilities.

Recent Technical Achievements

Artificial Intelligence Platform Advances

The Company successfully integrated over 9,000 proprietary synthetic antimicrobial peptides from Dr. Jesse Jaynes’ four decades of research into its BioCypher algorithm, creating a unique training dataset. The Company’s third-generation model, which incorporates both synthetic and natural AMPs with proprietary hydrophobicity encoding, demonstrated an 85% improvement in training performance compared to baseline models. This enhanced model architecture enables the generation of novel AMP candidates that maintain validated design principles, including proper amphipathic patterning and systematic charged/hydrophobic alternation critical for membrane activity. The Company has established a production pipeline capable of generating and screening 100,000 in silico candidates with proprietary scoring algorithms, reducing experimental screening requirements by over 1,000-fold. These AI capabilities position the Company to accelerate its development timeline while preserving the intellectual contributions and design expertise accumulated over decades of peptide research.

Efficacy Validation Studies

Data demonstrate that Genvor’s proprietary peptides showed promising broad-spectrum efficacy against major agricultural pathogens that cause significant crop losses worldwide. Lead candidate GV185 demonstrated particularly strong antifungal activity at low concentrations against economically significant pathogens including Fusarium graminearum, Aspergillus flavus, and Botrytis cinerea. The Company conducted concentration-response studies on key fungal pathogens demonstrating that lead peptide candidates GV185 and GV197 showed concentration-dependent growth inhibition, with GV185 showing superior efficacy at lower application rates. These data demonstrate clear concentration-dependent efficacy and support the selection of optimal application rates for future field trials and combination treatments, potentially de-risking the program for partnerships and supporting commercial advancement toward regulatory submissions.

Technical Formulation Advancement

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

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

Table 3. Inhibitory concentration where 50% of spores were killed (IC₅₀) and 95% confidence interval (C1) for fungal and bacterial plant pathogens challenged with synthetic peptides GV185, GV187, D4E1, and AGMI82^a

	Synthetic peptides
	GV185					GV187					AGM182					D4E1
Pathogen	IC₅₀b		95% CI^e			IC₅₀		95% Cl			IC₅₀		95% Cl			IC₅₀		95% Cl
Rhizopus stolonifer		8.7		(2, 15.4)			7.4		(3.2, 11.7)			22.1		(-14.7, 58.9)			12.4		(0.2, 24.5)
Aspergillus flavus AF70		3.9		(2.7, 5.1)			3.3		(2.2, 4.4)			7.9		(4.3, 11.6)			11.2		(0.8, 21.5)
A. flavus Tox 4		2.9		(2.3, 3.6)			2.4		(1.9, 3	)		7.1		(5.1, 9	)		9.8		(4, 15.6)
Fusarium graminearum		2.1		(1.7, 2.4)			2.2		(1.9, 2.5)			4.6		(3.1, 6.2)			6.2		(2.3, 10.2)
F. verticillioides		2.1		(1.8, 2.4)			1.2		(1.1, 1.4)			2.0		(1.8, 2.3)			2.5		(2, 3)
F. oxysporum f. sp. vasinfectum		2.2		(1.8,. 2.6)			1.5		(1.4, 1.7)			1.7		(1.5, 1.9)			2.0		(1.6, 2.4)
Claviceps purpurea		1.1		(1, 1.2)			1.1		(1, 1.2)			1.3		(1.1, 1.4)			1.6		(1.3, 1.8)
Thielaviopsis basicola		1.4		(1.3, 1.6)			1.3		(1.2, 1.3)			1.3		(1.1, 1.4)			1.5		(1.2, 1.7	)
Verticillium dahliae		0.9		(0.8, 0.9)			0.8		(0.7, 0.9	)		0.9		(0.9, 1)			0.8		(0.7, 0.9)
Xanthomonas campestris pv. campestris		0.1		(0.1, 0.1	)		0.1		(0.1, 0.1)			0.2		(0.2, 0.3)			0.2		(0.2, 0.3)
Pseudomonas syringae pv. tabaci		0.1		(0.1, 0.1)			0.1		(0.1, 0.1)			0.1		(0.1, 0.2)			0.2		(0.2, 0.2)

Fungal and bacterial pathogens were exposed to synthetic peptides and plated on medium, and viable spores or colonies were

counted. Dose-response curves were estimated using a generalized linear model with logit link and binomial distribution

(i.e.. logistic regression).

IC₅₀is the predicted peptide dose (μM) where 50% of spores or bacteria were inhibited or killed from dose-response curves for

each synthetic peptide and pathogen.

The 95% confidence intervals are the range of IC₅₀ estimates for each peptide against a pathogen based on α = 0.05. Values

within the parentheses are the upper and lower limits Confidence intervals were calculated from logistic model parameter

estimates for slope and intercept, their standard error and covariance. Due to logit link, values are not symmetric around the

predicted IC₅₀ doses.

Following initial broad-spectrum screening, The Company conducted concentration-response studies on two key fungal pathogens that cause significant crop losses globally. The Company’s lead peptide candidates GV185 and GV197 demonstrated concentration-dependent growth inhibition against both Botrytis cinerea and Fusarium graminearum, with GV185 showing superior efficacy at lower application rates. These data demonstrate clear concentration-dependent efficacy and support the selection of optimal application rates for future field trials and combination treatments.

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.

Dr. Jaynes has, over decades, focused on perfecting techniques for synthesizing and modifying anti-microbial peptides (“AMPs”).11Genvor’s headquarters is located at 1550 W Horizon Ridge Pkwy, Ste R #3040, Henderson, Nevada.

~~Genvor’s headquarters is located at 1550 W Horizon Ridge Pkwy, Ste R #3040, Henderson, Nevada.~~8

Genvor’s Operations

Research and Development Overview

~~Genvor is a research and development (“R&D”) company advancing the next generation of sustainable plant and animal health solutions through its proprietary library of patented peptides.~~ The Company’s platform centers on the development of anti-microbial peptides (“AMPs”), which are designed to combat a broad spectrum of debilitating and destructive plant diseases— including bacterial, fungal, and viral ~~pathogens—that~~ pathogensthat threaten crop productivity worldwide. These peptides are being developed for two primary agricultural applications: (1) as a non-chemical transgenic seed trait, whereby crops are engineered to express specific AMPs internally; and (2) as a topical or foliar biological spray application (“bio-pesticide”) that can be used in integrated pest and disease management strategies.

These peptide-based solutions are intended to help farmers worldwide increase crop health and yield while reducing dependence on conventional petrochemical-based pesticides. According to industry research, global crop losses attributed to plant disease exceed $220 billion annually.² Genvor’s innovations aim to provide a sustainable, environmentally responsible alternative using naturally occurring peptide compounds to enhance plants' innate immune responses, reduce pathogen colonization, and mitigate yield 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/.

5Commercialization of Genvor’s peptide technologies is a key strategic priority, with an initial focus on developing seed trait integrations for major row crops such as corn, soybeans, and cotton. These transgenic applications aim to embed Genvor’s proprietary anti-microbial peptides (AMPs) directly into the plant genome, enabling continuous, internal expression of disease-resistant traits throughout the crop lifecycle. In parallel, the Company is advancing the development of a topical or foliar spray formulation – classified as a biological pesticide –for foliar application across a broad range of crops. This foliar application offers a more immediate regulatory path and near-term market entry opportunity while serving as a complementary tool to trait-based solutions.

Commercialization of Genvor’s peptide technologies is a key strategic priority, with an initial focus on developing seed trait integrations for major row crops such as corn, soybeans, and cotton. These transgenic applications aim to embed Genvor’s proprietary anti-microbial peptides (AMPs) directly into the plant genome, enabling continuous, internal expression of disease-resistant traits throughout the crop lifecycle. In parallel, the Company is advancing the development of a topical or foliar spray formulation—classified as a biological pesticide—for foliar application across a broad range of crops. This foliar application offers a more immediate regulatory path and near-term market entry opportunity while serving as a complementary tool to 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~~5 issued ~~United~~U.S. ~~States~~ patents, ~~covering~~2 apending ~~core~~U.S. ~~library~~patent ofapplications, 24and ~~proprietary~~4 ~~peptides~~additional ~~and~~applications ~~thousands~~in ofpreparation. ~~other~~The ~~design~~Company ~~candidates~~has ~~and~~also ~~has~~filed a3 ~~third~~international patent ~~pending~~applications in ~~that~~Canada, ~~covers~~Mexico, ~~an additional~~and 16China ~~peptides~~to protect its technology in key agricultural markets. The Company’s U.S. patents have expiration dates ranging from 2031 to 2038. 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.9

6 Market Opportunities

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.

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

Lytic (Cell Bursting) Activity

Microscopic images of germinated Fusarium graminearum were exposed to 6 µM of GV187 for 2 hours. Instances of cellular features are demarked as follows: as b. large sunken regions and c. leakage of cytosol.

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.

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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/.

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Financing Needs and Infrastructure Planning

Genvor is actively evaluating various financing options to support its near- and mid-term operational and strategic objectives. The Company anticipates that additional capital will be required to fund general corporate overhead, research and development (R&D) activities, peptide production for testing and validation, contributions under its Cooperative Research and Development Agreement (CRADA) with the United States Department of Agriculture (USDA), and associated regulatory and commercialization efforts.

While Genvor has primarily leveraged external research infrastructure 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-scale development. Additional 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.

At present, there are no definitive plans to construct or acquire independent laboratory or greenhouse infrastructure. Genvor continues to rely on existing resources available through its strategic partnerships, including access to scientific, regulatory, and field-testing capabilities through the USDA CRADA and affiliated research partners. However, the Company may pursue additional financing in the future if internal infrastructure development or self-funded research programs are deemed beneficial to accelerate commercialization or expand the scope of its technology platform.

Competition

Peptide-Based Crop Protection: Competitive Landscape

1. Vestaron Corporation (www.vestaron.com)

Vestaron is a U.S.-based biopesticide innovator offering peptide-derived insecticides such as Spear® T and Spear® RC, designed to target Lepidoptera, thrips, mites, and other pests on crops like cotton, soy, rice, and specialty horticulture. These products are EPA-registered in the U.S. and approved in Europe, with favorable environmental profiles—short re-entry intervals and zero pre-harvest interval—and scalable in partnership with ADM (micro-pep.com).

2. BASF SE (www.basf.com)

BASF incorporates peptide-enhanced crop protection products into its global portfolio, including Inscalis® for rice blight and peptide-chemical hybrid solutions. The company’s peptide R&D is bolstered by technologies acquired from ZedX and utilizes advanced computational discovery methods.

3. Syngenta Crop Protection (www.syngenta.com)

Syngenta is advancing peptides in its research pipeline, focused on fungal disease control and enhanced through its acquisition of Valagro. The company routinely uses virtual screening and other digital tools to identify peptide-based actives aligned with its integrated pest and disease 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

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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.

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.

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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, ~~2024~~2025, we had ~~one~~two full-time employees and two scientific employee advisors. Additionally, the Company has a fractional chief marketing officer who also assists with corporate communications and utilizes a contracted controller.

Property

~~The~~Genvor, ~~Company~~Inc. ~~does~~operates a ~~not~~research ~~own~~and ordevelopment ~~rent~~laboratory ~~property~~located in Woodland, California. The ~~Company’s~~facility ~~office~~is part of the life-science innovation space isoperated in ~~virtual~~partnership with AgStart and ~~provided~~is bymade anavailable ~~officer~~to atthe noCompany ~~charge~~through a lease arrangement awarded under a Bayer-supported program. The current lease term extends through July 2026.

~~Item~~The 1AWoodland laboratory consists of a fully equipped wet-lab environment suitable for early-stage biological research. ~~Risk~~The ~~Factors~~space includes standard benchtop laboratory infrastructure and provides access to shared advanced instrumentation typical for molecular, biochemical, and microbiological assay development. These capabilities support the Company’s work in validating and characterizing sequenced peptides intended for use in crop protection applications. Available equipment and shared resources include, but are not limited to, analytical instrumentation, incubation and culture facilities, microscopy, purification systems, and other tools required for routine assay execution and screening workflows.

AsThe alaboratory ~~smaller~~is staffed ~~reporting~~by ~~company,~~one wefull-time ~~are not~~Ph.D.-level ~~required~~scientist towho ~~provide~~oversees the ~~information~~Company’s ~~required~~research byoperations, ~~this~~assay ~~item~~development, and experimental validation activities conducted at the site.

~~Item~~The 1BCompany does not own any real property. Other ~~Unresolved~~than ~~Staff~~the ~~Comments~~Woodland, California laboratory, the Company’s headquarters is a virtual facility with an address in Henderson, Nevada allowing the Company to operate with minimal overhead to support its current staff. The Company believes its existing facilities are adequate for its current operational needs.

~~None~~Item 1A. Risk Factors

~~Item~~As ~~1C.~~a ~~Cybersecurity~~smaller reporting company, we are not required to provide the information required by this item.

~~Risk~~Item ~~Management~~1B. ~~and~~Unresolved Staff ~~Strategy~~Comments.

~~At this time, the Company does not have formal processes in place for assessing, identifying, and managing material risks from cybersecurity threats~~None. ~~Our approach to cybersecurity is currently informal and primarily reactive, involving basic security measures such as:~~

●Item ~~Basic Security Software: We use standard antivirus and anti-malware software for protection against common threats~~1C. Cybersecurity

●Risk Management ~~Password~~and ~~Policies: Simple password policies are in place to protect access to our systems.~~Strategy

~~However,~~The Company wehas ~~recognize~~implemented several measures ~~the~~to ~~importance~~protect of against cybersecurity ~~and~~threats, ~~are~~while inrecognizing the ~~process~~importance of ~~developing~~continuing to ~~more~~strengthen ~~robust~~its ~~strategies.~~overall Wesecurity ~~plan to:~~framework.

●Current protections ~~Develop a Cybersecurity Framework~~include: ~~Establish a formal risk assessment process to identify vulnerabilities.~~

●Identity Threat ~~Engage~~Detection ~~Cybersecurity~~& ~~Expertise~~Response: ~~Consider~~Active ~~hiring~~monitoring orfor ~~consulting~~account ~~with~~takeover ~~cybersecurity~~attempts ~~professionals~~and toidentity-based ~~guide our strategy~~threats.
~~We acknowledge that the absence of comprehensive~~Endpoint ~~cybersecurity~~Detection ~~processes~~& ~~could~~Response: ~~potentially~~Continuous ~~expose the company to risks~~monitoring, ~~which might materially affect our operations~~detection, ~~financial condition,~~and orresponse ~~strategic decisions in the future. We are committed~~ to ~~improving~~potential ~~our~~endpoint ~~cybersecurity posture as our resources allow~~threats.
~~Governance~~Two-Factor Authentication: Enforced across Office 365 accounts, which comprise the majority of the Company’s infrastructure.
●Managed Device ~~Board Oversight~~Security: ~~Currently,~~Company ~~our~~devices ~~directors~~are docentrally ~~not~~managed ~~have a formal structure~~ for ~~overseeing~~patching, ~~cybersecurity~~antivirus, ~~risks.~~monitoring, Weand ~~plan~~security ~~to review this oversight in the near future to ensure appropriate governance is established~~enforcement.
●Vulnerability Scanning ~~Management’s~~& ~~Role~~Remediation: ~~Day-to-day~~Regular ~~management~~scanning of ~~cybersecurity~~systems isto ~~handled~~identify bypotential ~~our Chief Executive Officer (“CEO”)~~weaknesses, ~~who~~with ~~does~~remediation ~~not~~measures ~~have~~applied ~~specialized training in cybersecurity. We are considering enhancing this role or outsourcing~~ to ~~professionals with specific cybersecurity expertise~~reduce risk.
●Engagement of ~~Expertise~~a Third-Party MSSP: ~~Our~~The ~~current~~Company consults ~~management~~with ~~and~~an ~~Board~~external doManaged ~~not~~Security ~~have~~Services ~~in-depth~~Provider ~~cybersecurity~~for ~~expertise.~~continuous Wesupport, ~~are~~monitoring, ~~considering~~and ~~educational opportunities or consulting to address this gap~~guidance.
~~Material~~Standard Security ~~Effect~~Practices: ~~from~~Baseline ~~Cybersecurity~~controls ~~Threats~~such as password policies and antivirus software provide foundational protection.

To date, no known cybersecurity incidents have materially affected our business strategy, results of operations, or financial condition. However, due to our limited cybersecurity measures, we acknowledge that our company could be at higher risk of material impact from cybersecurity threats. We are actively working to mitigate these risks.15

~~Item~~Planned enhancements ~~2. Properties~~include:

WeDeveloping a doComprehensive ~~not~~Cybersecurity ~~own~~Framework: ~~any~~Establishing ~~real~~a ~~estate~~formal orrisk ~~other properties~~assessment process to better identify and manage vulnerabilities.
13Expanding Cybersecurity Governance: Reviewing and formalizing Board-level oversight and considering additional training or expertise at the management level.

~~Item 3. Legal Proceedings~~Governance

~~Management is not aware of any legal proceedings~~Board ~~contemplated by any governmental authority or any other party involving us or our properties. Except as set forth below, as of~~Oversight: The ~~the~~Board ~~date~~ of ~~this~~Directors ~~Annual~~currently ~~Report,~~does nonot ~~director,~~have ~~officer, or affiliate is (i)~~ a ~~party~~formal ~~adverse~~structure tofor uscybersecurity inoversight. ~~any~~The ~~legal~~Company ~~proceeding,~~intends ~~or (ii) has an adverse interest~~ to usreview inand ~~any legal proceedings. Management is not aware of any other legal proceedings pending or that~~establish ~~have~~appropriate ~~been~~oversight ~~threatened~~in ~~against~~the usnear ~~or our properties~~future.
~~On February 7, 2024, the Company filed~~Management’s ~~suit~~Role: Day-to-day cybersecurity ~~against~~responsibilities ~~Justin~~are ~~Kimbrough~~managed ~~and~~by ~~Prosperity~~our ~~Consultants,~~Chief ~~LLC,~~Executive inOfficer ~~the 14th Judicial District Court for Dallas County, Texas~~ (~~case no. DC-24-02022~~“CEO”), ~~alleging~~with ~~fraud, conversion, unjust enrichment and other causes of action arising from~~ the ~~defendants’~~support ~~improper receipt~~ of ~~shares~~an ofexternal ~~Company common stock under agreements which required the defendants to provide services to the Company and~~Managed ~~which~~Security ~~services~~Services ~~the defendants ultimately never provided~~Provider. The Company is ~~seeking~~evaluating ~~monetary~~options ~~damages and for a constructive trust~~ to be ~~imposed~~enhance ~~on defendants~~management’s ~~shares~~cybersecurity ofrole ~~Company~~through ~~common~~additional ~~stock and for them to be returned to the Company. The Company and Mr.~~training ~~Kimbrough~~or ~~have~~external ~~settled the claims in dispute and are working to effect the settlement terms before dismissal~~expertise.

~~On April 12, 2024, the Company filed suit~~Expertise: While ~~against~~current ~~Richard~~management ~~Saied,~~and in the ~~192nd~~Board ~~Judicial~~do ~~District~~not ~~Court~~have ~~for Dallas County, Texas (case no. DC~~in-~~24-05442),~~depth ~~alleging~~cybersecurity ~~fraud~~expertise, ~~conversion, unjust enrichment and other causes of action arising from~~ the ~~defendant’s improper receipt of shares of~~ Company ~~common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company~~ is ~~seeking~~considering ~~monetary~~educational ~~damages~~opportunities and ~~for a constructive trust to be imposed on defendant’s shares~~ ofconsulting ~~Company~~resources ~~common stock and for them~~ to beaddress ~~returned~~this ~~to the Company~~gap.

~~Item~~Material 4.Effect from ~~Mine~~Cybersecurity ~~Safety Disclosures~~Threats

~~Not~~To ~~applicable~~date, no known cybersecurity incidents have materially affected the Company’s business strategy, results of operations, or financial condition. However, as with all companies, we remain exposed to ~~our~~the risk of cybersecurity threats. The controls currently in place provide a meaningful level of protection, and the Company is committed to continuing to strengthen its cybersecurity posture as resources allow.

~~PART~~Item II2. Properties

~~Item~~Genvor, 5Inc. ~~Market~~operates ~~for~~a ~~Registrant’s~~research ~~Common~~and ~~Equity~~development laboratory located in Woodland, ~~Related~~California. ~~Stockholder~~The ~~Matters~~facility is part of the life-science innovation space operated in partnership with AgStart and ~~Issuer~~is ~~Purchases~~made ofavailable ~~Equity~~to ~~Securities~~the Company through a lease arrangement awarded under a Bayer-supported program. The current lease term extends through July 2026.

~~Market~~The ~~Information~~Woodland laboratory consists of a fully equipped wet-lab environment suitable for early-stage biological research. The space includes standard benchtop laboratory infrastructure and provides access to shared advanced instrumentation typical for molecular, biochemical, and microbiological assay development. These capabilities support the Company’s work in validating and characterizing sequenced peptides intended for use in crop protection applications. Available equipment and shared resources include, but are not limited to, analytical instrumentation, incubation and culture facilities, microscopy, purification systems, and other tools required for routine assay execution and screening workflows.

~~There~~The laboratory is nostaffed ~~“established~~by ~~trading~~one full-time ~~market”~~Ph.D.-level ~~for~~scientist ~~shares~~who ofoversees the Company’s ~~common~~research ~~stock. Previously~~operations, ~~the~~assay ~~Company’s common stock was quoted on the OTC Link ATS (alternative trading system) operated by OTC Markets Group Inc. under the symbol “GNVR~~development,” ~~but~~and ~~the~~experimental ~~Company~~validation isactivities noconducted ~~longer~~at ~~eligible for proprietary broker-dealer quotations is not currently quoted on~~ the ~~OTC Link ATS or any securities exchange~~site. ~~No assurance can be given that any “established trading market” for the Company’s common stock will develop or be maintained.~~

~~Our~~The ~~stock~~Company ~~was~~does ~~first~~not ~~quoted~~own onany ~~the~~real ~~OTC Link~~property. ~~ATS~~Other ~~beginning~~than in the ~~fourth~~Woodland, ~~fiscal~~California ~~quarter~~laboratory, ~~for~~ the ~~year~~Company’s ~~ended~~headquarters ~~September~~is ~~30,~~a ~~2023,~~virtual ~~but~~facility ~~did~~with ~~not~~an ~~commence~~address ~~trading~~in ~~until approximately~~Henderson, ~~December~~Nevada 1,enabling ~~2023. The range of high and low closing bid quotations for~~ the Company’s ~~common~~to ~~stock~~operate ~~during~~with ~~each~~minimal ~~quarter~~overhead ~~of the~~to ~~fiscal~~support ~~years~~its ~~ended~~current ~~September~~staff. ~~30,~~The ~~2024,~~Company ~~and~~believes ~~2023,~~its ~~cannot~~existing befacilities are ~~shown~~adequate asfor ~~the~~its ~~Company’s~~current ~~quotation~~operational ~~data is no longer available on otcmarkets~~needs.~~com.~~

~~The~~ Item ~~future sale of the Company’s~~3. ~~presently~~Legal outstanding “unregistered” and “restricted” common stock by present members of management and persons who own more than five percent of the Company’s outstanding voting securities may have an adverse effect on any “established trading market” that may develop in the shares of the Company’s common stock.Proceedings

~~Holders~~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. Except as set forth below, management is not aware of any other material pending legal proceedings against us or to which our property is subject.

AsOn ofFebruary ~~July~~7, 142024, ~~2025~~the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action. The Company ~~had~~and ~~approximately~~Mr. Kimbrough have ~~195~~settled ~~shareholders~~the claims in dispute, which required Mr. Kimbrough to return a portion of ~~record~~his shares of common stock, ~~including~~to ~~shares~~the ~~held~~Company intotaling 331,250. ~~“street~~On ~~name”~~October by22, ~~banks~~2025, ~~brokerage~~these ~~clearing~~shares ~~houses, depositories~~were orreturned ~~otherwise~~to inthe ~~unregistered~~Company ~~form~~and were cancelled.

~~Transfer~~On ~~Agent~~April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company sought monetary damages and for a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company. On October 29, 2025, the court entered judgment in the Company’s favor, with the Company awarded reasonable and necessary attorney fees, and Mr. Saied was ordered to return the contested shares back to the Company.

~~The Company’s transfer agent is Securities Transfer Corporation, Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093, Telephone: (469) 633-0088.~~16

14Item 4. Mine Safety Disclosures

~~Dividend~~Not ~~Distributions~~applicable to our Company.

WePART have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, 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.II

~~Securities~~Item ~~authorized~~5. Market for ~~issuance~~Registrant’s ~~under equity~~Common ~~compensation~~Equity, ~~plans.~~Related Stockholder Matters and Issuer Purchases of Equity Securities

~~The~~Market ~~Company does not have a stock option plan.~~Information

~~Penny~~There ~~Stock~~is no “established trading market” for shares of the Company’s common stock. Our stock was first quoted on the OTC Link ATS beginning in the fourth fiscal quarter for the year ended September 30, 2023, but did not commence trading until approximately December 1, 2023. Subsequently, the Company became delinquent in its SEC filing obligations, and under Rule 15c2-11, the Company’s common stock was no longer eligible for proprietary broker-dealer quotations and was no longer quoted on the OTC Link ATS. In September 2025, the Company again became current in its SEC reporting obligations, and the Company’s common stock is now again quoted on the OTC Link ATS (alternative trading system) operated by OTC Markets Group Inc. under the symbol “GNVR.” No assurance can be given that any “established trading market” for the Company’s common stock will develop or be maintained.

~~Our~~The ~~common~~range ~~stock is considered “penny stock” under the rules~~ of ~~the~~high ~~Securities~~ and ~~Exchange~~low ~~Commission~~closing ~~under the Securities Exchange Act of 1934. The SEC has adopted~~bid ~~rules~~quotations ~~that~~for ~~regulate~~the ~~broker-dealer~~Company’s ~~practices~~common instock ~~connection~~during ~~with~~each ~~transactions~~quarter inof ~~penny~~the ~~stocks.~~fiscal ~~Penny~~years ~~stocks~~ended ~~are~~September ~~generally equity securities with a price of less than $5.00~~30, ~~other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System~~2025, ~~provided that current price~~ and ~~volume~~2024, ~~information~~has not ~~with~~been ~~respect~~included ~~to transactions~~ in ~~such~~this ~~securities is~~Item ~~provided~~as by the ~~exchange~~Company’s orhistorical quotation ~~system.~~data ~~The~~for ~~penny~~the ~~stock~~Company’s ~~rules~~common ~~require~~stock ais ~~broker-dealer,~~no ~~prior to a transaction in a penny~~longer ~~stock,~~available toon ~~deliver a standardized risk disclosure document prepared by the Commission, that:~~otcmarkets.com.

●The ~~contains~~future asale ~~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~~Company’s orpresently ~~dealer’s~~outstanding ~~duties~~“unregistered” ~~to the customer~~ and of“restricted” ~~the~~common ~~rights~~stock ~~and~~by ~~remedies~~present ~~available~~members ~~to the customer with respect to a violation to such duties or other requirements~~ of management ~~Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid~~ and ~~ask~~persons ~~prices~~who ~~for~~own ~~penny~~more ~~stocks~~than ~~and~~five ~~the~~percent ~~significance~~ of the ~~spread~~Company’s ~~between~~outstanding ~~the~~voting ~~bid~~securities ~~and~~may ~~ask~~have ~~price;~~an ●adverse ~~contains a toll-free telephone number for inquiries~~ effect on ~~disciplinary~~any ~~actions;~~“established ●trading ~~defines~~market” ~~significant~~that ~~terms~~may indevelop ~~the disclosure document or~~ in the ~~conduct~~shares of ~~trading in penny stocks; and ● contains such other information and is in such form, including language, type, size and format, as~~ the ~~Commission~~Company’s ~~shall~~common ~~require by rule or regulation~~stock.

~~The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:~~Holders

●As ~~bid~~of ~~and~~December 8, ~~offer~~2025, ~~quotations for~~ the ~~penny~~Company ~~stock;~~had ●approximately ~~the~~201 ~~compensation~~shareholders of ~~the~~record ~~broker-dealer~~of ~~and~~common ~~its~~stock, ~~salesperson~~including ~~in the transaction; ● the number of~~ shares toheld ~~which~~in ~~such~~“street ~~bid~~name” by ~~and~~banks, ~~ask~~brokerage ~~prices~~clearing ~~apply~~houses, depositories or ~~other~~otherwise ~~comparable information relating to the depth and liquidity of the marker for such stock; and ● monthly account statements showing the market value of each penny stock held~~ in ~~the~~unregistered ~~customer’s account~~form.

InTransfer addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.Agent

~~These~~The ~~disclosure~~Company’s transfer ~~requirements~~agent ~~may~~is ~~have the~~Securities ~~effect~~Transfer ofCorporation, ~~reducing~~Securities ~~the~~Transfer ~~trading~~Corporation, ~~activity~~2901 inN. ~~the~~Dallas ~~secondary~~Parkway, ~~market~~Suite ~~for~~380, ~~our~~Plano, ~~stock~~Texas, 75093, Telephone: (469) 633-0088.

1517

~~Related~~Dividend ~~Stockholder Matters~~Distributions

~~Unregistered~~We ~~Sales~~have not paid any cash dividends on our common stock and have no present intention of ~~Equity~~paying ~~Securities~~any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, 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.

OnSecurities ~~September 9, 2024, the Company and Chris~~authorized ~~Peterman entered into a convertible promissory note agreement, providing~~ for ~~the~~ issuance ofunder aequity ~~note~~compensation ~~in the principal amount of $20,000~~plans. 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. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair value of the warrants issued to the investor was $40,000. Therefore, the Company recorded debt discount of $13,333 related to the warrants issued to the investor, which will be amortized over the term of the note.

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

~~Purchase~~Penny ~~of Equity Securities~~Stock

~~None~~Our common stock is considered “penny stock” under 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, 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 exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

16● 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.

~~Item~~The 6.broker-dealer also ~~[Reserved]~~must provide, prior to effecting any transaction in a penny stock, the customer with:

~~Item~~● 7.bid ~~Management’s~~and ~~Discussion~~offer quotations for the penny stock; ● the compensation of the broker-dealer and ~~Analysis~~its salesperson in the transaction; ● the number of ~~Financial~~shares ~~Condition~~to which such bid and ~~Results~~ask prices apply, or other comparable information relating to the depth and liquidity of ~~Operations~~the marker for such stock; and ● monthly account statements showing the market value of each penny stock held in the customer’s account.

~~The~~In ~~following~~addition, the ~~discussion~~penny ~~and~~stock ~~analysis~~rules ofthat ~~our~~require ~~financial~~that ~~condition~~prior ~~and~~to ~~results~~a oftransaction ~~operations~~in ~~for~~a ~~the~~penny ~~years~~stock ~~ended~~not ~~September~~otherwise ~~30,~~exempt ~~2024~~from ~~and~~those ~~2023~~rules; ~~should~~the broker-dealer bemust ~~read~~make ina ~~conjunction~~special ~~with~~written ~~our~~determination ~~consolidated~~that ~~financial~~the ~~statements~~penny ~~and~~stock ~~related~~is ~~notes~~a tosuitable ~~those~~investment ~~consolidated~~for ~~financial~~the ~~statements~~purchaser and receive the purchaser’s ~~that~~written ~~are~~acknowledgement ~~included~~of ~~elsewhere~~the inreceipt ~~this~~of ~~report.~~a ~~Certain~~risk ~~information~~disclosure ~~contained~~statement, ina ~~the~~written ~~discussion~~agreement ~~and~~to ~~analysis~~transactions ~~set~~involving ~~forth~~penny ~~below~~stocks, ~~includes~~and ~~forward-looking~~a ~~statements~~signed ~~that~~and ~~involve~~dated ~~risks~~copy ~~and~~of ~~uncertainties~~a written suitably statement.

~~Special~~These ~~Note~~disclosure ~~Regarding~~requirements ~~Forward-looking~~may ~~Statements~~have the effect of reducing the trading activity in the secondary market for our stock.

All statements other than statements of historical fact included in this Annual Report Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report on Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of a number of factors, including those set forth under the risk factors and business sections in this Annual Report on Form 10-K.18

~~Overview~~Related Stockholder Matters

~~Genvor~~Unregistered ~~Incorporated~~Sales ~~(the “Company” or “Genvor”) was incorporated in Florida on September 26, 2018, as Allure Worldwide, Inc., and as~~ of ~~November~~Equity ~~18, 2019,~~Securities ~~redomiciled~~During ~~to Nevada. On June 24, 2022,~~ the ~~Company~~Fourth ~~changed~~Fiscal ~~its~~Quarter ~~name to from Allure Worldwide, Inc. to Genvor Incorporated.~~

~~The~~On ~~Company’s~~July ~~subsidiary~~8, ~~Genvor~~2025, ~~Inc. was incorporated under~~ the ~~laws~~Company ofsold ~~the~~160,000 ~~State~~shares of ~~Delaware~~its oncommon ~~April~~stock 4,at ~~2019,~~a asprice ~~Nexion~~of ~~Biosciences Inc~~$0.25 ~~and~~per onshare ~~January 22, 2020, its name was changed~~ to ~~Genvor~~a ~~Inc. Genvor Inc. develops plant~~third-~~based~~party ~~defense~~investor ~~technology~~and ~~designed~~received toproceeds ~~help farmers achieve global~~of ~~food security~~$40,000.

~~During~~On ~~May~~August ~~2019~~4, ~~Genvor~~2025, the ~~Inc.~~Company ~~acquired~~sold ~~Nexion Biosciences~~40,000 ~~LLC~~shares ~~(“NBLLC”)~~of ~~from~~its acommon ~~founder~~stock ~~for~~at ~~nominal~~a ~~consideration~~price of $0.25 ~~NBLLC~~per ~~was~~share ~~formed~~to ina ~~the~~third-party ~~State~~investor ofand ~~Delaware~~received onproceeds ~~December 28,~~of ~~2018~~$10,000.

~~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~~August 1114, ~~2021~~2025, ~~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~~sold ~~Old Genvor entered into a merger agreement (the “Merger Agreement”) to consummate the Acquisition~~80, ~~and~~000 ~~pursuant~~shares ~~to which a wholly-owned subsidiary~~ of ~~the~~its ~~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~~at ~~immediately~~a ~~prior~~price ~~to the time~~ of ~~the~~$0.25 ~~merger~~per ~~automatically~~share ~~converted into the right~~ to ~~receive~~a ~~one~~third-party ~~share~~investor ofand ~~common~~received ~~stock~~proceeds of ~~the Company~~$20,000.

On ~~May~~August 2714, ~~2022~~2025, ~~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~~issued ~~stock~~51,155 ~~35,261,871~~ shares of ~~Company~~ common stock ~~were issued~~ to ~~Old~~a ~~Genvor’s pre~~third-~~merger~~party ~~shareholders~~service ~~(the “Merger~~provider ~~Shares”),~~for ~~constituting a change of control of~~ the ~~Company,~~settlement ~~and Old Genvor became a wholly owned subsidiary~~ of ~~the Company. As~~ a ~~result of these transactions~~$15,347 ~~the Company had 55,261,871 issued and~~ outstanding ~~common shares upon the closing~~accounts ~~of the share exchange with Old Genvor, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition~~payable.

AsOn aSeptember ~~result of the Acquisition~~12, 2025, the Company~~’s business~~ ~~plan~~sold is100,000 ~~that~~shares ~~Old~~of ~~Genvor will be continuing~~ its ~~research~~common ~~and~~stock ~~development~~at ~~addressing~~a ~~plant-based~~price ~~defense~~of ~~technology~~$0.25 ~~ich then~~per ~~can~~share ~~be commercialized~~ to ~~help~~a ~~farmers~~third-party investor and ~~growers~~received ~~globally to overcome potentially catastrophic losses resulting from plant~~proceeds ~~disease,~~of ~~toxins~~$25, ~~bacteria, and fungi that destroy their crops~~000. ~~These solutions can result in greater crop yields and economic savings, which can assist in overcoming world-wide food scarcity.~~

~~The~~On ~~Company’s~~September ~~technology was developed by two university scientists~~30, ~~Dr. Clayton Yates~~2025, ~~and~~the ~~Dr.~~Company ~~Jesse Jaynes~~issued 250,000 ~~who~~shares ~~shared~~of aits ~~mission~~common stock to ~~develop~~Chad ~~crop~~Pawlak, ~~protection~~the ~~technology designed~~Company’s toCEO, ~~defend~~for ~~against~~services ~~crop~~rendered ~~diseases~~during ~~affecting~~the ~~both~~three-month ~~animals~~period ended ~~and~~September ~~humans~~30, ~~alike~~2025.

~~Recent~~On ~~Activity~~September 30, 2025, the Company issued 20,000 shares of its common stock to Brianna Fochs, Senior Scientist, pursuant to the execution of an employment agreement.

The ~~Company~~offers, ~~actively~~sales, and ~~participated~~issuances of the securities described above were deemed to be exempt from registration under the Securities Act in ~~prominent~~reliance ~~biotechnology~~on ~~conferences~~Section ~~and~~4(a)(2) ~~significant~~of ~~industry~~the ~~events.~~Securities ~~Moreover~~Act, ~~productive~~or ~~engagements~~Regulation ~~with~~D ~~USDA~~promulgated ~~partners~~thereunder, ~~have~~as ~~enhanced~~transactions ~~our ongoing~~by ~~multi-year~~an ~~studies~~issuer onnot ~~seed~~involving ~~traits~~a public offering. The recipients of securities in ~~corn,~~each ~~focusing~~of onthese ~~combatting~~transactions acquired the securities for investment only and not with a ~~wide~~view to ~~array~~or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of ~~pathogens~~the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, ~~including~~through employment, ~~aflatoxin~~business or other relationships, to information about us.

~~Our~~Purchase 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~~Equity ~~to offer economically viable pricing that aligns with market expectations in the global agricultural sector.~~Securities

~~Exploration of international animal health research collaborations is underway, including discussions with a leading animal health research company~~None. ~~Concurrently, we are intensifying efforts in non-GMO product development and expediting the innovation of novel peptides.~~

~~In August 2024 Genvor was awarded the Golden Ticket by Bayer.~~19

17Item 6. [Reserved]

~~Strategic~~Item ~~Collaboration~~7. Management’s ~~with~~Discussion ~~Bayer:~~and ~~Golden~~Analysis ~~Ticket~~of ~~Award~~Financial Condition and Results of Operations

~~In 2024, Genvor~~The ~~was~~following ~~selected~~discussion byand ~~Bayer~~analysis AGof asour ~~the~~financial ~~inaugural~~condition ~~recipient~~and results of ~~its~~operations ~~Golden~~for ~~Ticket~~the ~~award,~~years aended ~~competitive~~September ~~innovation~~30, ~~initiative~~2025 ~~designed~~and to2024 ~~support~~should ~~high-impact~~be ~~agricultural~~read ~~technologies.~~in ~~This~~conjunction ~~award~~with ~~grants~~our ~~Genvor~~consolidated ~~fully~~financial ~~funded~~statements ~~access~~and related notes to ~~laboratory~~those ~~space,~~consolidated ~~equipment,~~financial ~~and~~statements ~~expert~~that ~~mentorship~~are atincluded ~~Bayer’s~~elsewhere ~~LifeHub~~in ~~California~~this ~~@AgStart,~~report. aCertain ~~leading~~information ~~AgriFoodTech~~contained ~~innovation~~in ~~center~~the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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

~~Bayer~~All statements other than statements of historical fact included in this Annual Report Form 10-K including, without limitation, statements under “Management’s ~~selection~~Discussion and Analysis of ~~Genvor~~Financial ~~from a~~Condition ~~global~~and ~~pool~~Results of ~~applicants~~Operations” ~~underscores~~regarding ~~the~~our ~~scientific~~financial position, business strategy and ~~commercial~~the ~~potential~~plans and objectives of ~~our~~management ~~approach~~for future operations, are forward-looking statements. ~~The~~When ~~Golden~~used in ~~Ticket~~this ~~program~~Annual ~~aligns~~Report on Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” ~~with~~“intend” ~~Bayer’s~~and ~~broader~~similar ~~commitment~~expressions, as they relate to ~~regenerative~~us ~~agriculture~~or ~~and~~our ~~cutting~~management, identify forward-~~edge~~looking ~~crop~~statements. ~~protection~~Such ~~solutions~~forward-looking statements are based on the beliefs of management, ~~providing~~as ~~critical resources~~well as assumptions made by, and information currently available to, ~~advance~~our ~~Genvor’s~~management. Actual ~~mission~~results could differ materially from those contemplated by the forward-looking statements as a result of ~~sustainable~~a ~~innovation~~number of factors, including those set forth under the risk factors and business sections in ~~global~~this ~~agriculture~~Annual Report on Form 10-K.

~~Going Concern~~Overview

~~These~~The ~~consolidated~~Company ~~financial~~was ~~statements~~originally ~~have~~formed ~~been~~with ~~prepared~~the ~~assuming~~intention ~~that~~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 ~~will~~entered ~~continue~~into asan Exchange Agreement (the “Purchase Agreement”) with Genvor Inc., a ~~going~~Delaware ~~concern~~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 ~~contemplates~~a wholly-owned subsidiary of the Company, ~~among~~Genvor ~~other~~Acquisition ~~things~~Corp., ~~the~~a ~~realization~~Delaware corporation (“Merger Subsidiary”), ofmerged ~~assets~~(the “Merger”) with and ~~the~~into ~~satisfaction~~Old Genvor, with each share of ~~liabilities~~Old inGenvor common stock issued immediately prior to the time ~~normal~~of ~~course~~the merger automatically converted into the right to receive one share of ~~business~~common stock of the Company.

~~Several~~On ~~conditions~~May ~~and~~27, ~~events~~2022, ~~cast~~the ~~substantial~~Acquisition ~~doubt~~closed, ~~about~~Merger ~~the~~Subsidiary ~~Company’s~~merged ~~ability~~with toand ~~continue~~into asOld aGenvor, ~~going~~each ~~concern.~~share ~~The~~of ~~Company~~Old ~~requires~~Genvor ~~capital~~was exchanged for ~~its~~the ~~contemplated~~right to receive ~~operational~~one ~~and~~share ~~marketing~~of ~~activities~~Company tocommon ~~take~~stock, ~~place.~~35,261,871 Asshares ~~reflected~~of inCompany ~~the~~common ~~accompanying~~stock ~~consolidated~~were ~~financial~~issued ~~statements~~to Old Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, ~~had~~and Old Genvor became a wholly owned subsidiary of ~~working~~the ~~capital~~Company. ~~deficit~~As a result of ~~approximately~~these $1transactions,~~728,000~~ atthe ~~September~~Company 30had 55,261,871 ~~2024~~issued and ~~had~~outstanding ~~incurred~~common ~~recurring~~shares ~~net~~upon ~~losses~~the ~~and~~closing ~~generated~~of the ~~negative~~Acquisition, ~~cash~~and ~~flow~~subsequently ~~from~~the ~~operating~~Company’s ~~activities~~original offounding ~~approximately~~shareholders $2cancelled 18,~~885~~144,~~000~~112 ~~and~~shares ~~$976,000~~of ~~for~~Company ~~the~~common ~~year~~stock in ~~ended~~connection ~~September~~with ~~30,~~the ~~2024, respectively~~Acquisition.

The Company’s ~~ability~~subsidiary, toGenvor ~~raise~~Inc., ~~additional~~was ~~capital~~incorporated ~~through~~under ~~debt~~the orlaws ~~future issuances~~ of ~~capital stock is unknown. The obtainment of additional financing,~~ the ~~successful~~State ~~development~~ of ~~the~~Delaware ~~Company’s~~on ~~contemplated~~April ~~plan~~4, ~~of operations~~2019, ~~and~~as ~~its~~“Nexion ~~transition,~~Biosciences ~~ultimately~~Inc., to” ~~the~~and ~~attainment~~on ofJanuary ~~profitable~~22, ~~operations~~2020, ~~are~~its ~~necessary~~name ~~for~~was ~~the~~changed ~~Company~~ to ~~continue~~“Genvor ~~operations~~Inc.” ~~The~~Genvor ~~ability~~Inc. toa ~~successfully~~pioneer ~~resolve these~~in ~~factors~~AI-accelerated ~~raises~~peptide ~~substantial~~technology for ~~doubt~~sustainable ~~about the Company’s ability to continue as a going concern~~agriculture.

~~The~~During ~~accompanying~~May 2019, ~~consolidated~~Genvor ~~financial~~Inc. ~~statements~~acquired doNexion ~~not~~Biosciences ~~include~~LLC ~~any~~(“NBLLC”) ~~adjustments~~from ~~related~~its tofounder ~~the~~for ~~recoverability~~nominal orconsideration. ~~classification~~NBLLC ofwas ~~asset-carrying amounts~~formed orin the State ~~amounts and classification~~ of ~~liabilities~~Delaware ~~that~~on ~~may~~December ~~result~~28, ~~should we be unable to continue as a going concern~~2018.

~~Critical~~The Company, through ~~Accounting~~its ~~Policies~~wholly owned subsidiary Genvor Inc., is pioneering the development and commercialization of AI-accelerated peptide technology to address critical challenges in global agriculture. Genvor’s proprietary BioCypher Algorithm and extensive library of patented peptides represent a transformative approach to sustainable crop protection and performance enhancement, targeting the estimated $220 billion in annual global crop losses attributed to plant diseases, pests, and environmental stressors.

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

~~The~~Recent preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the 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.Activity

~~Significant~~The ~~estimates~~Company actively ~~during~~participated ~~the~~in ~~years~~prominent ~~ended~~biotechnology ~~September~~conferences 30and significant industry events. Moreover, ~~2024~~productive ~~and~~engagements ~~2023~~with ~~include~~USDA ~~the~~partners have ~~valuation~~enhanced ofour ~~deferred~~ongoing ~~tax~~multi-year ~~assets~~studies ~~and~~on ~~the~~seed ~~associated~~traits ~~valuation~~in ~~allowances~~corn, ~~and~~ ~~the~~focusing ~~valuation~~on combatting a wide array of ~~stock-based~~pathogens, ~~compensation~~including aflatoxin.

18Our 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.

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

~~Income taxes are accounted for pursuant~~In toAugust ~~ASC~~2024 ~~740~~Genvor ~~“Accounting~~was ~~for~~awarded ~~Income Taxes,” which is an asset and liability approach that requires~~ the ~~recognition~~Golden ~~of deferred~~Ticket 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~~Bayer.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.20

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

~~Stock~~In 2024, Genvor was selected by Bayer AG as the inaugural recipient of its Golden Ticket award, a competitive innovation initiative designed to support high-~~based~~impact ~~Compensation~~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.

~~The~~This collaboration ~~Company~~enables ~~accounts~~Genvor ~~for~~to ~~stock-based~~accelerate ~~compensation by~~development ~~measuring~~ and ~~recognizing~~commercialization ~~compensation~~of ~~expense~~its ~~for~~proprietary ~~all share~~peptide-based ~~awards,~~crop ~~including~~protection ~~stock warrants~~ and ~~stock grants, based~~trait ~~on estimated grant-date fair values~~technologies. ~~The~~Genvor’s ~~Company~~platform ~~measures~~leverages ~~employee~~antimicrobial ~~and~~peptides ~~nonemployee~~(AMPs) ~~awards~~to atenhance ~~the~~disease ~~date~~resistance ofand ~~grant,~~crop ~~which~~performance ~~generally~~through isboth ~~the~~biological ~~date~~sprays ~~at which the Company~~ and ~~the~~genetic ~~nonemployee~~trait ~~reach a mutual understanding of the key terms and conditions of a share-based payment award~~innovation.

~~The~~Bayer’s ~~Company uses the straight-line attribution~~selection ~~method~~of toGenvor ~~allocate~~from ~~compensation~~a ~~cost~~global topool ~~reporting~~of ~~periods~~applicants ~~over~~underscores the ~~requisite~~scientific ~~service~~and ~~period~~commercial ~~during~~potential ~~which~~of ~~the~~our ~~employee~~approach. orThe ~~nonemployee is~~Golden ~~required~~Ticket toprogram aligns ~~provide~~with ~~services~~Bayer’s inbroader ~~exchange~~commitment ~~for the award. The Company has elected~~ to ~~account~~regenerative ~~for~~agriculture ~~forfeitures~~and ofcutting-edge ~~awards~~crop ~~as they~~protection ~~occur~~solutions, ~~with~~providing ~~previously~~critical resources ~~recognized~~to ~~compensation~~advance ~~reversed~~Genvor’s inmission ~~the~~of ~~period~~sustainable ~~that~~innovation ~~the~~in ~~awards~~global ~~are forfeited~~agriculture.

~~Recent~~Going ~~Accounting Standards~~ Concern

~~For~~These ~~details~~consolidated financial ofstatements ~~applicable~~have ~~new~~been ~~accounting standards~~prepared assuming that the Company will continue as a going concern, ~~please~~which contemplates, ~~refer~~among toother ~~Recent~~things, the ~~Accounting~~realization ~~Standards~~of inassets ~~Note~~and 2the satisfaction of ~~our~~liabilities ~~consolidated~~in ~~financial~~the ~~statements~~normal ~~accompanying~~course ~~this~~of ~~report~~business.

~~RESULTS~~Several OFconditions and ~~OPERATIONS~~events cast substantial doubt about the Company’s ability to continue as a going concern. The Company requires capital for its contemplated operational and marketing activities to take place. As reflected in the accompanying consolidated financial statements, the Company had working capital deficit of approximately $1,312,000 at September 30, 2025, and had incurred recurring net losses and generated negative cash flows from operating activities of approximately $5,589,000 and $557,000 and $2,885,000 and $976,000 for the years ended September 30, 2025, and September 30, 2024, respectively.

~~Comparison~~The Company’s ability to raise additional capital through debt or future issuances of ~~Results~~capital stock is unknown. The obtainment of ~~Operations~~additional ~~for~~financing, the ~~Years~~successful ~~Ended~~development ~~September~~of ~~30,~~the ~~2024~~Company’s contemplated plan of operations, and ~~2023~~its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

~~Revenues~~The 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.

~~We did~~Critical ~~not earn any revenues during the years ended September 30, 2024 and 2023.~~Accounting Policies

~~Operating~~Use of ~~Expenses~~Estimates

~~For~~The preparation of the ~~years~~consolidated ~~ended~~financial ~~September~~statements ~~30,~~in ~~2024~~conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and ~~2023,~~assumptions ~~operating~~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 ~~consisted~~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 ~~following:~~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.

	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

Significant estimates during the years ended September 30, 2025, and 2024 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.

1921

● For the year ended September 30, 2024, research and development expenses increased by $157,763, or 191.2%, as compared to the year ended September 30, 2023. The increase was primarily due to increased research projects in the year ended September 30, 2024. We expect that our research and development expenses will likely remain at its current level with minimal increase in the near future.Income Taxes

●Income ~~For~~taxes ~~the~~are accounted ~~year~~for ~~ended~~pursuant ~~September~~to ~~30,~~ASC ~~2024~~740 “Accounting for Income Taxes,” ~~advertising~~which is an asset and ~~marketing~~liability ~~expenses~~approach ~~increased~~that byrequires ~~$84,183,~~the recognition orof ~~100.0%,~~deferred astax ~~compared~~assets toand liabilities for the ~~year~~expected ~~ended~~future ~~September~~tax ~~30,~~consequences ~~2023~~of events that have been recognized in the Company’s financial statements or tax returns. The ~~increase~~charge ~~was~~for ~~primarily~~taxes ~~due~~is tobased ~~increased~~on ~~advertising~~the ~~activities~~results infor the ~~year~~period ~~ended~~as ~~September~~adjusted 30for items, which ~~2024.~~are Wenon-assessable ~~expect~~or ~~that~~disallowed. ~~our~~It ~~advertising~~is ~~and~~calculated ~~marketing~~using ~~expenses~~tax ~~will~~rates ~~likely~~that ~~remain~~have atbeen ~~its~~enacted ~~current~~or ~~level~~substantively ~~with~~enacted ~~minimal~~by ~~increase in~~ the ~~near~~balance sheet ~~future~~date.

●Deferred ~~Professional~~tax ~~fees~~is ~~primarily~~accounted for ~~consisted~~using ~~of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges, and other fees. For~~ the ~~year~~balance ~~ended~~sheet ~~September~~liability ~~30,~~method ~~2024, professional fees increased by $399,445 or 59.4% as compared to the year ended September 30, 2023, which was primarily attributable to an increase~~ in ~~investor~~respect ~~relations service chargers~~ of ~~approximately~~temporary ~~$166,000~~differences ~~resulting~~arising from ~~the~~differences ~~increased~~between ~~investor relations services to enhance~~ the ~~visibility~~carrying amount of ~~our~~assets ~~company,~~and anliabilities ~~increase~~ in ~~accounting~~the ~~fees~~financial ofstatements ~~approximately~~and ~~$127,000~~the ~~mainly~~corresponding ~~due~~tax tobasis ~~the~~used ~~increase~~ in ~~stock-based compensation of $100,000 which reflected~~ the ~~value~~computation of ~~warrants~~assessable ~~granted~~tax ~~and~~profit. In ~~vested in the year ended September 30~~principle, ~~2024,~~deferred antax ~~increase~~liabilities inare ~~recruiting~~recognized ~~service~~for ~~fees~~all oftaxable ~~$90~~temporary differences,~~000,~~ and andeferred ~~increase~~tax inassets ~~other~~are ~~miscellaneous~~recognized ~~items~~to the ofextent ~~approximately~~that ~~$17,000.~~it Weis ~~expect~~probable that ~~our~~taxable ~~professional~~profit ~~fees~~ will ~~remain~~be atavailable ~~their~~against ~~current~~which ~~level~~deductible ~~with~~temporary ~~minimal~~differences ~~increases~~can inbe ~~the near future~~utilized.

●Deferred ~~For~~tax ~~the~~is ~~year~~calculated using ~~ended~~tax ~~September~~rates ~~30,~~that ~~2024,~~are ~~compensation~~expected ~~and~~to ~~related~~apply ~~benefits~~to ~~increased~~the byperiod ~~$545,430,~~when orthe ~~70.7%,~~asset asis ~~compared~~realized, toor the ~~year~~liability ~~ended~~is ~~September 30, 2023~~settled. ~~The~~Deferred ~~significant~~tax ~~increase~~is ~~was~~charged or ~~primarily~~credited ~~attributable to an increase~~ in ~~stock-based~~the ~~compensation~~income ~~of $350~~statement,~~000~~ ~~which~~except ~~reflected~~when ~~the~~it ~~value~~is ofrelated ~~warrants~~to ~~and~~items ~~common~~credited ~~stock~~or ~~granted~~charged ~~and~~directly ~~vested~~ to ~~our~~equity, ~~management~~ in which case the ~~year~~deferred tax ~~ended~~is ~~September~~changed ~~30,~~to ~~2024,~~equity. ~~and~~Deferred antax ~~increase~~assets inand ~~cash~~liabilities ~~compensation~~are ofoffset ~~approximately~~when ~~$195,000~~they ~~due~~related to ~~the~~income ~~increased~~taxes ~~personnel.~~levied Weby ~~expect~~the ~~that~~same ~~our~~taxation authority, ~~compensation~~ and ~~related~~we ~~benefits~~intend ~~will continue~~ to ~~increase~~settle inits ~~the~~current ~~near~~tax ~~future~~assets ~~since~~and weliabilities ~~amended~~on ~~our~~a ~~chief~~net ~~executive officer’s employment agreement in December 2024~~basis.

● 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.Stock-based Compensation

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

AsThe aCompany ~~result~~uses the ofstraight-line ~~the~~attribution ~~foregoing, for~~method ~~the~~to ~~year~~allocate ~~ended~~compensation ~~September~~cost ~~30,~~to ~~2024,~~reporting ~~loss~~periods ~~from~~over ~~operations~~the ~~amounted~~requisite toservice ~~$2,783,047,~~period asduring ~~compared~~which the employee or nonemployee is required to ~~$1,438,686~~provide services in exchange for the ~~year~~award. The ~~ended September~~Company ~~30,~~has ~~2023,~~elected ~~representing~~to anaccount ~~increase~~for forfeitures of $1awards as they occur,~~344,361,~~ orwith 93previously recognized compensation reversed in the period that the awards are forfeited.~~4%.~~

~~Other~~Recent Accounting ~~Expense~~Standards

~~Other~~For ~~expense~~details ~~mainly~~of ~~includes~~applicable new ~~interest~~accounting ~~expense~~standards, ~~loss on~~please, ~~debt~~refer ~~settlement,~~to ~~default~~Recent ~~penalties~~Accounting –Standards ~~late~~in ~~fees~~Note on2 aof ~~note~~our ~~payable,~~consolidated ~~and~~financial ~~other~~statements ~~miscellaneous~~accompanying this ~~expense~~report.

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 $166,884, or 62.1%, which was primarily attributable to a decrease in interest 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 $30,000.22

20RESULTS OF OPERATIONS

~~Income~~Comparison ~~Taxes~~of Results of Operations for the Years Ended September 30, 2025 and 2024

~~We did not have any income taxes expense for the years ended September 30, 2024 and 2023 since we incurred losses in these periods.~~Revenues

~~Net~~We did ~~Loss~~not earn any revenues during the years ended September 30, 2025 and 2024.

~~As a~~Operating result of the factors described above, our net loss was $2,884,958, or $0.15 per share (basic and diluted), for the year ended September 30, 2024, as compared to $1,707,481, or $0.09 per share (basic and diluted), for the year ended September 30, 2023, an increase of $1,177,477, or 69.0%.Expenses

~~Liquidity~~For the years ended September 30, 2025, and ~~Capital Resources~~2024, operating expenses consisted of the following:

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

	Years Ended September 30,
	2025		2024
Research and development expenses	$	455,901	$	240,263
Advertising and marketing expenses		4,458		84,183
Professional fees		320,434		1,071,509
Compensation and related benefits		5,497,998		1,317,286
Other general and administrative		131,060		69,806
	$	6,409,851	$	2,783,047

~~Liquidity is~~● For the ~~ability~~year ofended aSeptember ~~company~~30, to2025, ~~generate~~research ~~funds~~and todevelopment ~~support~~expenses ~~its~~increased ~~current~~by ~~and~~$215,638, ~~future~~or ~~operations~~89.8%, ~~satisfy~~as ~~its~~compared ~~obligations~~to asthe ~~they~~year ~~come~~ended September 30, 2024. The increase was primarily due to an increase in our research and ~~otherwise~~ ~~operate~~development onprojects and an ~~ongoing~~increase ~~basis~~in monthly fees paid to our two scientific advisor employees. AtWe ~~September~~expect ~~30,~~that ~~2024~~our research and ~~2023,~~development weexpenses ~~had~~will acontinue ~~cash~~to ~~balance~~increase ofas ~~$373~~we ~~and~~work ~~$44,354,~~towards ~~respectively.~~commercializing our products.

~~The~~● ~~following~~For ~~table~~the ~~sets forth~~year aended ~~summary~~September of30, ~~changes~~2025, inadvertising ~~our~~and ~~working~~marketing ~~capital~~expenses ~~deficit~~decreased ~~from~~by $79,725, or 94.7%, as compared to the year ended September 30, ~~2023~~2024. The decrease was primarily due to decreased advertising activities in the year ended September 30, ~~2024:~~2025 due to lack of capital. We expect that our advertising and marketing expenses will likely remain at its current level with minimal increase in the near future.

	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	%

●

Professional fees primarily consisted of accounting, audit, legal, consulting, investor relations, and other professional fees. For the year ended September 30, 2025, professional fees decreased by $751,075 or 70.1% as compared to the year ended September 30, 2024, which was primarily attributable to a decrease in investor relations service chargers of approximately $111,000, a decrease in recruiter service fees of $90,000, a decrease of $231,000 in stock based compensation related to warrants issued for services, and a decrease in other professional fees, such as audit, legal and consulting, of approximately $319,000.

~~Our~~● ~~working~~For ~~capital~~the ~~deficit increased~~year byended ~~$7,302 to $1,728,032 at~~ September 30, ~~2024 from $1~~2025,~~720,730~~ atcompensation ~~September~~and ~~30,~~related ~~2023.~~benefits ~~The~~increased ~~increase~~by ~~in working capital deficit was primarily attributable to an increase in notes payable of approximately~~ $784,~~000~~180,712, ~~which~~or ~~was~~317.4%, ~~mainly~~as ~~attributable~~compared to the ~~late fees capitalized into notes payable in the~~ year ended September 30, ~~2024,~~2025. anThe significant increase ~~in accrued professional fees of approximately $245,000 which~~ was ~~mainly~~ primarily attributable to ~~the increase in professional services providers in the year ended September 30, 2024,~~ an increase in ~~accrued~~stock-based ~~research and~~compensation ~~development~~with ~~fees~~our ofCEO ~~approximately~~for ~~$195,000~~services ~~due~~provided to the ~~increased~~Company ~~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~~guaranteed ~~commencing~~bonus oneffective ~~May~~January 1, ~~2024,~~2025 ~~offset~~resulting ~~by a decrease~~ in ~~convertible notes payable of~~ approximately $~~493~~13,000 ~~resulting from conversion~~ of ~~notes~~additional ~~payable~~compensation ~~into~~each ~~our~~month ~~common stock~~ and ~~warrants in the year ended September 30, 2024, and~~ a ~~decrease in accrued liabilities and other payables of approximately~~ $~~236~~90,000 ~~driven~~one-time bonus provided by the ~~payments~~board ~~made to our related parties~~ in ~~the~~January ~~year~~2025 ~~ended September~~for ~~30,~~services ~~2024~~rendered.

21● Other general and administrative expenses mainly consisted of OTC listing fee, office supplies, travel and entertainment expenses, insurance and other miscellaneous items. For the year ended September 30, 2025, other general and administrative expenses increased by $61,254, or 87.7%, as compared to the year ended September 30, 2024. The increase was mainly due to an increase in insurance related expenses and a loss on disposal of property and equipment.

~~Cash Flows~~Loss ~~for~~from ~~the Year Ended September 30, 2024 Compared to the Year Ended September 30, 2023~~Operations

~~The~~As a result of ~~following~~the ~~table~~foregoing, ~~summarizes~~for the ~~key~~year ~~components~~ended ofSeptember ~~our~~30, ~~cash~~2025, ~~flows~~loss ~~for~~from operations amounted to $6,409,851, as compared to $2,783,047 for the ~~years~~year ended September 30, 2024, ~~and~~representing ~~2023:~~an increase of $3,626,804, or 130.3%.

	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	)

Other Expense (Other Income)

~~Net cash~~Other ~~flow~~expense ~~used~~mainly inincludes ~~operating~~interest ~~activities for the year ended September 30~~expense, ~~2024 was $975,641, which primarily reflected our consolidated~~default ~~net~~penalties ~~loss~~– oflate 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 ofon 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~~note ~~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~~other ~~compensation~~miscellaneous ~~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.

~~Net~~Other income, net, totaled $820,810 for the year ended ~~cash~~September ~~flow~~30, ~~used~~2025, inas ~~operating~~compared ~~activities~~to other expense, net of $101,911 for the year ended September 30, ~~2023~~2024, ~~was~~an increase in other income, net of $~~864~~922,~~557~~721, or 905.4%, which was primarily ~~reflected~~attributable ~~our~~to ~~consolidated net~~a ~~loss~~decrease in interest expense of approximately $142,~~707,~~000, ~~and~~mainly driven by the ~~changes~~decrease in ~~operating~~outstanding ~~assets~~notes ~~and liabilities~~payable, ~~primarily consisting of~~ a decrease in ~~accrued payroll~~penalties ~~liability~~ and ~~compensation~~a gain of ~~approximately~~ $~~166~~875,000, on the settlement of accounts payable and notes apayable ~~decrease~~with inshares ~~USDA~~of ~~CRADA~~our ~~liability~~common stock and the derecognition of ~~approximately~~a $~~246~~680,000~~, offset~~ bynote anpayable ~~increase~~ in ~~accrued~~which ~~professional~~the ~~fees~~statute of ~~approximately~~limitations ~~$139,000,~~had lapsed. ~~and~~The Company obtained a legal opinion documenting the ~~non-cash~~law ~~item~~in ~~adjustments,~~the ~~primarily~~state ~~consisting of~~in ~~loss~~which onthe debt ~~settlement~~originated. ofBased ~~$105~~on such state law,~~000,~~ ~~and~~the Company ~~stock-based~~has ~~compensation~~been ~~and~~judicially ~~service~~released ~~expense~~from this obligation as the statute of ~~approximately~~limitations ~~$963,000.~~has lapsed on any breach of contract claims.

Net 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 $363,000.23

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

●We andid ~~increase~~not inhave any ~~working~~income ~~capital~~taxes ~~requirements~~expense tofor ~~finance~~the ~~our~~years ~~current~~ended ~~business;~~September 30, 2025 and 2024 since we incurred losses in these periods.

●Net ~~the use of capital for acquisitions and the development of business opportunities; and~~Loss

●As a result of the ~~cost~~factors ofdescribed ~~being~~above, aour ~~public~~net ~~company~~loss was $5,589,041, or $0.22 per share (basic and diluted), for the year ended September 30, 2025, as compared to $2,884,958, or $0.15 per share (basic and diluted), for the year ended September 30, 2024, an increase of $2,704,083, or 93.7%.

InLiquidity ~~addition, the impact that the imposition of tariffs~~ and ~~changes to global trade policies could have on our results of operations is uncertain.~~Capital Resources

~~Based~~We have ~~upon~~a limited operating history and our ~~current~~ ~~financial~~continued ~~condition,~~growth weis dodependent ~~not~~upon ~~have~~obtaining ~~sufficient~~additional ~~cash~~financing to ~~operate~~fund ~~our~~future obligations and pay liabilities arising from ordinary course business atoperations. In addition, the current ~~level~~cash balance cannot be projected to cover our operating expenses for the next twelve months~~. We~~ ~~intend~~from tothe ~~fund~~release ~~operations~~date ~~through~~of ~~debt~~this ~~and/or~~report. ~~equity~~These ~~financing~~matters ~~arrangements,~~raise ~~which~~substantial ~~may~~doubt beabout ~~insufficient~~our ability to ~~fund~~continue ~~expenditures or~~as ~~other~~a ~~cash~~going ~~requirements~~concern. WeOur ~~plan~~ability to ~~seek~~continue ~~additional~~as ~~financing~~a ingoing aconcern ~~private~~is ~~equity~~dependent ~~offering~~on our ability to ~~secure~~raise ~~funding~~additional ~~for~~capital, implement ~~operations~~our business plan, and generate sufficient revenues. There ~~can~~are be no ~~assurance~~assurances that we will be successful in ~~raising~~our ~~additional~~efforts ~~funding.~~to Ifgenerate sufficient werevenues, ~~are~~maintain ~~not~~sufficient ~~able~~cash balance or report profitable operations or to ~~secure~~continue ~~additional~~as ~~funding,~~a going concern. We plan to raise capital in the ~~implementation~~future through the sale of equity or debt to implement our business plan. ~~will~~However, bethere ~~impaired.~~is ~~There~~no ~~can~~assurance these plans will be norealized ~~assurance~~and that ~~such~~any additional ~~financing~~financings will be available to us on ~~acceptable~~satisfactory terms orand conditions, if at all.

~~Inflation~~Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations as they come due and otherwise operate on an ongoing basis. At September 30, 2025, and 2024, we had a cash balance of $37,231 and $373, respectively.

The following table sets ~~effect~~forth a summary of ~~inflation~~changes onin our ~~operating~~working ~~results~~capital ~~was~~deficit ~~not~~from ~~significant~~September ~~for~~30, ~~the~~2025 ~~years~~to ~~ended~~ September 30, 2024 ~~and 2023.~~:

	September 30,			September 30,			Changes in
	2025			2024			Amount			Percentage
Working capital deficit:
Total current assets	$	45,822		$	21,678		$	24,144			111.4	%
Total current liabilities		1,358,204			1,749,710			(391,506	)		(22.4	)%
Working capital deficit	$	(1,312,382	)	$	(1,728,032	)	$	(415,650	)		(24.05	)%

Our working capital deficit decreased by $415,650 to $1,312,382 at September 30, 2025 from $1,728,032 at September 30, 2024. The decrease in working capital deficit was primarily attributable to an increase in current assets of approximately $24,000, a decrease in notes payable from the settlement of one note with a principal amount of $217,000 with shares of common stock, the derecognition of a $680,000 note due to the statute of limitations lapsing and the Company being legally released, offset by an increase of approximately $505,000 in accounts payable and accrued expenses, in convertible notes payable, accrued interest, accrued compensation and related expenses and advances from related parties.

Cash Flows for the Year Ended September 30, 2025, Compared to the Year Ended September 30, 2024

The following table summarizes the key components of our cash flows for the years ended September 30, 2025, and 2024:

	Years Ended September 30,
	2025			2024
Net cash used in operating activities	$	(555,717	)	$	(975,641	)
Net cash provided by financing activities		592,575			931,660
Net decrease in cash	$	36,858		$	(43,981	)

Net cash flows used in operating activities for the year ended September 30, 2025 was $555,717, which primarily reflected our consolidated net loss of $5,589,041, offset by changes in operating assets and liabilities of approximately $960,000 primarily consisting of an increase in accrued compensation and related expenses and accrued interest and non-cash changes of approximately $4,073,000, primarily due to stock-based compensation of $4,930,000, offset with gain on extinguishment of notes payable of $867,000.

Net cash 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.

Net cash flow provided by financing activities was $592,575 for the year ended September 30, 2025, as compared to $931,660 for the year ended September 30, 2024. During the year ended September 30, 2025, we received proceeds from sale of common stock and warrant exercises of $525,500 and advances from related parties of $67,075, net of repayment. During the year ended September 30, 2024, we received proceeds from notes payable of $20,000 and proceeds from sale of common stock of approximately $912,000.

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

●

an increase in working capital requirements to finance our current business;

●

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

●

the cost of being a public company.

In addition, the impact that the imposition of tariffs and changes to global trade policies could have on our results of operations is uncertain.

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

Inflation

The effect of inflation on our operating results was not significant for the years ended September 30, 2025, and 2024.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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

2225

Item 8. Financial Statements and Supplementary Data

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

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-43
Consolidated Statements of Operations - For the Years Ended September 30, 2024 and 2023	F-54
Consolidated Statements of Changes in Stockholders’ Deficit - For the Years Ended September 30, 2024 and 2023	F-65
Consolidated Statements of Cash Flows –For the Years Ended September 30, 2024 and 2023	F-76
Notes to Consolidated Financial Statements	F-87

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Genvor Incorporated and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets ~~sheet~~ of Genvor Incorporated and Subsidiaries (the “Company”) as of September 30, 2025, and 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the ~~year~~ years ended September 30, ~~2024~~2025, and 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, 2025, and 2024, and 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.

Going Concern

The accompanying financial 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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audit~~ 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 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.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the 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~~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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~ audits 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~~audits 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~~audits provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~San~~Novogradac ~~Francisco,~~& CA Company LLP

~~Novogradac &~~We have served as the Company’s auditor ~~LLP~~since 2024.

~~We have~~Plantation, ~~served as the Company’s auditor since 2024.~~Florida

~~Plantation~~December 10, ~~Florida~~ 2025

~~August 1, 2025~~F-2

~~F-2~~GENVOR INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

Report of Independent Registered Public Accounting Firm


	September 30,
	2025			2024
ASSETS

CURRENT ASSETS:
Cash	$	37,231		$	373
Prepaid expense		8,591			21,305

Total Current Assets		45,822			21,678

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

Total Non-current Assets		—			13,902

Total Assets	$	45,822		$	35,580

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Convertible notes payable	$	20,000		$	7,408
Notes payable		—			897,000
Accrued interest		57,026			9,822
Accounts payable and accrued expenses		366,899			303,264
Accrued compensation and related expenses		781,392			466,404
Advances from related parties		84,137			17,062
SBA loan		48,750			48,750

Total Current Liabilities		1,358,204			1,749,710

Total Liabilities		1,358,204			1,749,710


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, 2025 and 2024		—			—
Series B Preferred Stock, 2,500,000 shares authorized; 2,060,536 shares issued and 1,558,024 shares outstanding at September 30, 2025 and 2024		2,061			2,061
Common stock, $0.001 par value; 300,000,000 shares authorized; 30,175,763 and 20,029,608 shares issued and outstanding at September 30, 2025 and 2024, respectively		29,927			20,030
Additional paid-in capital		25,148,936			19,168,044
Less: series B preferred stock held in treasury, at cost; 502,512 shares at September 30, 2025 and 2024		(300,000	)		(300,000	)
Accumulated deficit		(26,193,306	)		(20,604,265	)

Total Stockholders’ Deficit		(1,312,382	)		(1,714,130	)

Total Liabilities and Stockholders’ Deficit	$	45,822		$	35,580

~~Board~~See accompanying notes ofto ~~Directors~~the ~~and~~consolidated ~~Shareholders~~financial statements.

~~Genvor Incorporated and Subsidiaries~~F-3

~~Opinion~~GENVOR onINCORPORATED AND ~~the~~SUBSIDIARIES CONSOLIDATED ~~Consolidated~~STATEMENTS ~~Financial~~OF ~~Statements~~ OPERATIONS

We have audited the accompanying consolidated balance sheet of Genvor Incorporated and Subsidiaries (the “Company”) as of September 30, 2023, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, 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 the Company as of September 30, 2023, and 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.


	For the Years Ended September 30,
	2025			2024

REVENUE	$	—		$	—

OPERATING EXPENSES:
Research and development expenses		455,901			240,263
Advertising and marketing expenses		4,458			84,183
Professional fees		320,434			1,071,509
Compensation and related benefits		5,497,998			1,317,286
Other general and administrative expenses		131,060			69,806

Total Operating Expenses		6,409,851			2,783,047

LOSS FROM OPERATIONS		(6,409,851	)		(2,783,047	)

OTHER EXPENSE
Interest expense		(59,812	)		(17,693	)
Net gain on settlement of accounts payable		13,622			—
Gain on extinguishment of notes payable		867,000			5,826
Penalties		—			(90,000	)
Other expense		—			(44	)

Total Other Expense		820,810			(101,911	)

LOSS BEFORE INCOME TAXES		(5,589,041	)		(2,884,958	)

INCOME TAXES		—			—

NET LOSS	$	(5,589,041	)	$	(2,884,958	)

NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.22	)	$	(0.15	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		25,695,496			19,879,772

~~Going~~See ~~Concern~~accompanying notes to the consolidated financial statements.

The 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.F-4

~~Basis~~GENVOR ~~for~~INCORPORATED AND ~~Opinion~~SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT For the Years Ended September 30, 2024, and 2025

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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.


	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, 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	)

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. 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.F-5

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit 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 audit provides a reasonable basis for our opinion.

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	)

Issuance of common stock for settlement of accrued compensation	—			—	—			—	137,500		138		137,362		—		—		—			137,500

Issuance of common stock for compensation	—			—	—			—	5,507,500		5,257		4,924,743		—		—		—			4,930,000

Issuance of common stock for cash	—			—	—			—	2,100,000		2,100		522,900		—		—		—			525,000

Issuance of common stock for conversion of accrued compensation	—			—	—			—	1,300,000		1,300		323,700		—		—		—			325,000

Issuance of common stock for settlement of note payable	—			—	—			—	120,000		120		29,880		—		—		—			30,000

Issuance of common stock for settlement of accounts payable	—			—	—			—	171,155		172		42,617		—		—		—			42,789

Issuances from previous period conversions	—			—	—			—	310,000		310		(310	)	—		—		—			—

Issuance of common stock for warrant exercise	—			—	—			—	500,000		500		—		—		—		—			500

Net loss	—			—	—			—	—		—		—		—		—		(5,589,041	)		(5,589,041	)

Balance, September 30, 2025	6	$		—	2,060,536	$		2,061	30,175,763	$	29,927	$	25,148,936		(502,512	)	(300,000	)	(26,193,306	)	$	(1,312,382	)

~~/s/~~See ~~Turner,~~accompanying ~~Stone~~notes to &the ~~Company,~~consolidated Lfinancial statements.~~L.P.~~

~~Turner, Stone & Company, L.L.P~~F-6

WeGENVOR ~~served~~INCORPORATED AND asSUBSIDIARIES CONSOLIDATED ~~the~~STATEMENTS ~~Company’s~~OF ~~auditor~~CASH ~~from 2020 to 2024.~~FLOWS

Dallas, Texas


	For the Years Ended
	September 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,589,041	)	$	(2,884,958	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,376			1,832
Late fee related to notes payable		—			90,000
Gain on settlement of accounts payable with common stock		(16,460)			(5,826	)
Amortization of debt discount		12,592			741
Stock-based compensation and service expense		4,930,000			1,363,350
Non-cash other expense		—			16,832
Gain on extinguishment of notes payable		(867,000	)		—
Loss on disposal of property and equipment		12,528			—
Changes in operating assets and liabilities:
Prepaid expense		12,714			—
Accrued interest		47,204			121
Accrued professional fees		—			244,955
Accrued research and development fees		—			194,656
Accounts payable and accrued expenses		122,882			(236,360	)
Accrued compensation and related expenses		777,488			238,346

NET CASH USED IN OPERATING ACTIVITIES		(555,717	)		(975,641	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible debt and warrants		—			20,000
Advances from related parties		86,071			—
Repayments to related parties		(18,996	)		—
Proceeds from sale of common stock		525,000			911,600
Proceeds from common stock warrant exercises		500			60

NET CASH PROVIDED BY FINANCING ACTIVITIES		592,575			931,660

NET INCREASE ( DECREASE) IN CASH		36,858			(43,981	)

CASH - beginning of year		373			44,354

CASH - end of year	$	37,231		$	373

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

NON-CASH OPERATING AND FINANCING ACTIVITIES:
Note payable settled with common stock	$	217,000		$	48,063
Conversion of debt for common stock subscribed	$	—		$	210,000
Conversion of liabilities into common stock	$	—		$	—
Conversion of notes payable into warrants	$	—		$	329,418
Allocated value of warrants related to convertible debt	$	—		$	13,333
Accrued compensation settled with common stock	$	137,500		$	—
Accrued compensation converted to common stock	$	325,000		$	—
Accounts payable settled with common stock	$	59,249		$	—
Common stock issued from prior year settlements	$	310		$	—

~~January~~See accompanying notes ~~16,~~to ~~2024~~the consolidated financial statements.

F-37

GENVOR ~~INCORPORATED~~ INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED ~~BALANCE~~FINANCIAL ~~SHEETS~~STATEMENTS

	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

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

~~See accompanying~~Company ~~notes to the consolidated financial statements.~~Background

FOn 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-4owned 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.”

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

	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

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

~~See~~Genvor develops plant-based ~~accompanying~~defense ~~notes~~technology designed to ~~the~~help ~~consolidated~~farmers ~~financial~~achieve ~~statements~~global food security.

~~F-5~~Business Plan and Strategy

~~GENVOR~~Genvor’s business ~~INCORPORATED~~strategy ~~AND~~focuses ~~SUBSIDIARIES CONSOLIDATED~~on ~~STATEMENTS~~the OFcontinued ~~CHANGES~~research INand ~~STOCKHOLDERS’~~development ~~DEFICIT~~of plant-based defense technologies designed to address major threats to global ~~For~~crop ~~the~~production, ~~Years~~including ~~Ended~~plant ~~September~~diseases, 30toxins, ~~2023~~bacteria, and ~~2024~~fungi. These innovations aim to support farmers and growers worldwide by reducing crop loss, improving yields, and enhancing economic outcomes, ultimately contributing to solutions for global food security.

	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	)

The Company 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.

~~See~~Genvor’s commercial ~~accompanying~~model ~~notes~~is centered around forming joint development agreements (JDAs) and strategic joint ventures targeted at specific problems, crops, animal applications, or geographic markets. These partnerships are intended to ~~the~~accelerate ~~consolidated~~product ~~financial~~development ~~statements~~and commercialization while expanding market access.

~~F-6~~Basis of Presentation and Principles of Consolidation

~~GENVOR~~The accompanying ~~INCORPORATED~~consolidated ~~AND~~financial ~~SUBSIDIARIES~~statements and related notes have been prepared in accordance with accounting principles generally accepted in ~~CONSOLIDATED~~the ~~STATEMENTS~~United OFStates ~~CASH~~of ~~FLOWS~~America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission for financial information.

	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

The Company’s consolidated financial statements include the accounts of Genvor Incorporated, Old Genvor and its wholly owned subsidiary NBLLC. All intercompany accounts and transactions have been eliminated in consolidation.

~~See accompanying notes to the consolidated financial statements.~~F-8

~~F-7~~GENVOR INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~GENVOR~~NOTE ~~INCORPORATED~~1 ~~AND~~– ~~SUBSIDIARIES NOTES~~ORGANIZATION TOAND ~~CONSOLIDATED~~BASIS ~~FINANCIAL~~OF ~~STATEMENTS~~PRESENTATION (continued)

~~NOTE 1~~Liquidity –and ~~ORGANIZATION~~Going ~~AND BASIS OF PRESENTATION~~Concern

~~Company~~Liquidity ~~Background~~is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At September 30, 2025, the Company had cash of $37,231.

OnThe ~~May~~accompanying ~~27,~~consolidated ~~2022,~~financial ~~Genvor~~statements ~~Incorporated,~~have ~~formerly~~been ~~known~~prepared asassuming ~~Allure Worldwide, Inc. (~~the “Company” orwill ~~“Genvor” or~~continue ~~“we”),~~as a ~~Nevada~~going ~~corporation~~concern, ~~Genvor~~which ~~Acquisition~~contemplates, among ~~Corp.~~other things, athe ~~Delaware~~realization ~~corporation~~of assets and asatisfaction ~~wholly~~of ~~owned~~liabilities ~~subsidiary~~in of the ~~Company~~normal ~~(“Merger~~course ~~Sub”),~~of ~~and Genvor Inc~~business., aAs ~~Delaware~~reflected ~~corporation~~in ~~(“Old~~the ~~Genvor”), completed their previously~~accompanying ~~announced~~consolidated ~~merger~~financial ~~transaction~~statements, ~~pursuant to which~~ the Company ~~acquired~~had ~~Old Genvor (the “Acquisition”), and Old Genvor became~~ a ~~wholly-owned~~working ~~subsidiary~~capital deficit of ~~the~~approximately ~~Company. The Acquisition was completed pursuant to an Exchange Agreement~~$1, ~~dated as of~~312,000 ~~January~~at ~~11,~~September ~~2021 (the “Acquisition Agreement”)~~30, ~~pursuant~~2025 toand ~~which~~generated ~~Old~~a ~~Genvor~~net ~~was~~loss ~~acquired~~and byused ~~the Company as its wholly~~cash ~~owned~~in ~~subsidiary~~operating ~~and~~activities ~~each share~~ of ~~Old~~approximately ~~Genvor common stock was exchanged for a share of the Company’s common stock~~$5, ~~and~~589,000 aand ~~merger agreement~~$556, ~~dated March 2~~000, respectively, ~~2022~~during (the ~~“Merger~~year ~~Agreement”),~~ended ~~pursuant~~September to30, ~~which~~2025 ~~Merger Sub merged~~ with ~~and~~no ~~into Old~~revenues ~~Genvor~~earned, ~~with Old Genvor continuing as a wholly owned subsidiary of the Company~~ and ~~the~~limited ~~surviving~~operational ~~corporation~~history. ofThese ~~the merger~~matters, among ~~and~~others, ~~each~~raise ~~share~~substantial ofdoubt ~~Old~~about ~~Genvor was converted into~~ the ~~right to receive a share of the~~ Company’s ~~(the~~ability ~~“Merger”).~~to ~~After closing~~continue ofas ~~the~~a ~~Merger,~~going ~~the Company was renamed “Genvor Incorporated~~concern.”

~~For~~While ~~accounting~~the ~~purposes~~Company is currently developing its products and technologies, ~~Old~~the ~~Genvor~~Company’s ~~was~~cash position may not be significant enough to support the ~~surviving~~Company’s ~~entity~~daily operations. ~~The~~Management ~~transaction~~intends ~~was~~to ~~accounted~~raise ~~for~~additional asfunds aby ~~recapitalization~~way of ~~Old~~additional ~~Genvor, pursuant~~public toand/or ~~which~~private offerings ~~Old~~of ~~Genvor~~its ~~was~~stock. ~~treated~~Management asbelieves that the ~~accounting~~actions ~~acquirer~~presently being taken to further implement its business plan, ~~surviving~~develop its products and ~~continuing~~technologies, ~~entity~~and ~~although~~generate revenues should provide the ~~Company~~opportunity ~~was~~ for the ~~legal~~Company ~~acquirer~~to continue as a going concern. ~~The~~While the Company ~~did~~believes ~~not~~in ~~recognize~~the ~~goodwill~~viability orof ~~any~~its ~~intangible~~strategy ~~assets~~to generate revenues and in ~~connection~~its ~~with~~ability ~~this~~to ~~transaction.~~raise ~~Accordingly~~additional funds in the future, ~~the~~there ~~Company’s~~can ~~historical~~be ~~financial~~no ~~statements~~assurances ~~are~~to ~~those~~that effect. The ability of ~~Old~~the ~~Genvor~~Company ~~and~~to ~~its~~continue ~~wholly~~as ~~owned~~a ~~subsidiary,~~going ~~Nexion~~concern ~~Biosciences~~is dependent upon the Company’s ~~LLC~~ability ~~(“NBLLC”)~~to ~~immediately~~further ~~following~~implement ~~the~~its ~~consummation~~business ofplan ~~this~~and ~~reverse~~generate ~~merger~~cash ~~transaction~~flows from financing activities or operating activities.

~~During~~The ~~May~~accompanying ~~2019,~~consolidated ~~Old~~financial ~~Genvor~~statements ~~acquired~~do ~~NBLLC~~not ~~from~~include aany ~~founder~~adjustments ~~for~~related ~~nominal~~to ~~consideration~~the asrecoverability aor ~~wholly~~classification ~~owned~~of ~~subsidiary.~~asset-carrying amounts ~~NBLLC~~or ~~was~~the ~~formed~~amounts ~~in the~~and ~~state~~classification of ~~Delaware~~liabilities onthat ~~December~~may ~~28,~~result ~~2018.~~should ~~Currently,~~the ~~NBLLC~~Company isbe ~~dormant~~unable to continue as a going concern.

~~Genvor~~NOTE ~~develops~~2 ~~plant-based~~– ~~defense~~SUMMARY ~~technology~~OF ~~designed~~SIGNIFICANT toACCOUNTING ~~help farmers achieve global food security.~~POLICIES

~~Business~~Use ~~Plan~~of ~~and Strategy~~Estimates

~~Genvor’s~~The preparation of ~~business~~consolidated ~~strategy~~financial ~~focuses~~statements onin conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported ~~continued~~amounts ~~research~~of assets and ~~development~~liabilities and disclosure of ~~plant-based~~contingent ~~defense~~assets ~~technologies~~and ~~designed~~liabilities toat ~~address~~the ~~major~~date of the financial statements ~~threats~~and tothe ~~global~~reported ~~crop~~amounts ~~production,~~of ~~including~~revenues ~~plant~~and ~~diseases,~~expenses ~~toxins,~~during ~~bacteria,~~the reporting period. Changes in these estimates and ~~fungi~~assumptions may have a material impact on the consolidated financial statements and accompanying notes. ~~These~~Making ~~innovations~~estimates ~~aim~~requires management to ~~support~~exercise ~~farmers~~significant ~~and~~judgment. ~~growers~~It ~~worldwide~~is byat ~~reducing~~least ~~crop~~reasonably ~~loss~~possible that the estimate of the effect of a condition, ~~improving~~situation ~~yields~~or set of circumstances that existed at the date of the financial statements, ~~and~~which ~~enhancing~~management ~~economic~~considered ~~outcomes~~in formulating its estimate, ~~ultimately~~could ~~contributing~~change toin ~~solutions~~the near term due to ~~for~~one ~~global~~or ~~food~~more ~~security~~future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~The Company~~Significant ~~is advancing its portfolio of antimicrobial peptide (AMP) technologies by designing and validating minimum viable products~~estimates ~~(MVPs)~~during ~~and~~the ~~expanding~~years ~~its~~ended ~~collaborations~~September ~~to include foliar application models~~30, ~~seed traits~~2025, and ~~seed~~2024 ~~treatment~~include ~~platforms.~~the Invaluation ~~parallel, Genvor~~of isdeferred ~~leveraging~~tax ~~its~~assets ~~proprietary~~and ~~peptide~~the ~~library~~associated tovaluation ~~address additional high-value market opportunities in crop protection—such as insect control~~allowances, ~~biostimulants,~~ and ~~nutrient~~the ~~use~~valuation ~~efficiency—as~~of ~~well~~stock-based ~~as adjacent applications in animal health and feed efficiency~~compensation.

~~Genvor’s~~Cash ~~commercial model is centered around forming joint development agreements (JDAs)~~ and ~~strategic~~Cash joint ventures targeted at specific problems, crops, animal applications, or geographic markets. These partnerships are intended to accelerate product development and commercialization while expanding market access.Equivalents

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

The Company maintains ~~accompanying~~its ~~consolidated~~cash ~~financial~~on ~~statements~~deposits with bank and ~~related~~financial ~~notes~~institution ~~have~~within ~~been~~the ~~prepared~~United inStates ~~accordance~~that ~~with~~at ~~accounting~~times ~~principles~~may ~~generally~~exceed federally-insured limits of ~~accepted~~$250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the ~~United~~credit ~~States~~quality of ~~America~~the ~~(“U~~primary financial institutions holding such deposits.S. ~~GAAP”)~~The ~~and~~Company ~~with~~has ~~the~~not ~~rules~~experienced any losses in such bank accounts and ~~regulations~~believes ofit is not exposed to any risks on its cash in bank accounts. At September 30, 2025, the ~~United~~Company’s ~~States~~cash ~~Securities~~balances ~~and~~were ~~Exchange~~not ~~Commission~~in ~~for~~excess ~~financial~~of ~~information~~the federally-insured limits.

~~F-8~~GENVOR INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~GENVOR~~NOTE ~~INCORPORATED~~2 ~~AND~~– ~~SUBSIDIARIES NOTES~~SUMMARY TOOF ~~CONSOLIDATED~~SIGNIFICANT ~~FINANCIAL~~ACCOUNTING ~~STATEMENTS~~POLICIES (continued)

~~NOTE~~Fair 1Value –of ~~ORGANIZATION~~Financial ~~AND~~Instruments ~~BASIS~~and OFFair ~~PRESENTATION~~Value ~~(continued)~~Measurements

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

~~Liquidity is~~● ~~the~~Level ~~ability~~1-Inputs ofare aunadjusted ~~company~~quoted toprices ~~generate~~in ~~funds~~active tomarkets ~~support~~for ~~its~~identical ~~current~~assets ~~and~~or ~~future~~liabilities ~~operations,~~available ~~satisfy~~at ~~its obligations and otherwise operate on an ongoing basis. At September 30, 2024,~~ the ~~Company~~measurement ~~had cash of $373~~date.

~~The accompanying~~● ~~consolidated~~Level ~~financial~~2-Inputs ~~statements~~are ~~have~~unadjusted ~~been~~quoted ~~prepared~~prices ~~assuming~~for ~~the~~similar ~~Company~~assets ~~will~~and ~~continue~~liabilities asin aactive ~~going concern~~markets, ~~which~~quoted ~~contemplates, among~~prices ~~other~~for ~~things,~~identical ~~the~~or ~~realization~~similar of assets and ~~satisfaction of~~ liabilities in ~~the~~markets ~~normal~~that ~~course~~are ofnot ~~business. As reflected in the accompanying consolidated financial statements~~active, ~~the~~inputs ~~Company~~other ~~had~~than aquoted ~~working~~prices ~~capital~~that ~~deficit~~are ~~of approximately $1~~observable,~~728,000 at~~ ~~September 30, 2024~~ and ~~had~~inputs ~~incurred~~derived ~~recurring net losses and generated negative cash flow~~ from ~~operating~~or ~~activities~~corroborated ofby ~~approximately~~observable ~~$2,885,000 and~~market ~~$976,000 for the year ended September 30, 2024, respectively, with no revenues earned, and limited operational history~~data. ~~These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.~~

~~While the~~● ~~Company~~Level is3-Inputs ~~currently~~are ~~developing~~unobservable ~~its~~inputs ~~products~~which ~~and~~reflect ~~technologies,~~ the ~~Company’s~~reporting ~~cash position may not be significant enough to support the Company~~entity’s ~~daily~~own ~~operations.~~assumptions ~~Management~~on ~~intends~~what toassumptions ~~raise additional funds by way of additional public and/or private offerings of its stock. Management believes that~~ the ~~actions~~market ~~presently~~participants ~~being~~would ~~taken~~use 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~~pricing ~~viability of its strategy to generate revenues and in its ability to raise additional funds in~~ the ~~future,~~asset ~~there~~or ~~can~~liability bebased noon ~~assurances to that effect. The ability of~~ the ~~Company~~best toavailable ~~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~~information.

The ~~accompanying~~ ~~consolidated~~fair ~~financial~~value ~~statements~~of the doCompany’s ~~not~~assets ~~include~~and ~~any~~liabilities, ~~adjustments~~which ~~related~~qualify toas ~~the~~financial ~~recoverability~~instruments orunder ~~classification of~~ASC ~~asset-carrying~~Topic ~~amounts~~820, or“Fair ~~the~~Value ~~amounts~~Measurement,” approximates ~~and~~the ~~classification~~carrying ofamounts ~~liabilities~~represented ~~that~~in ~~may~~the ~~result~~accompanying ~~should~~consolidated ~~the~~financial ~~Company~~statements, beprimarily ~~unable~~due to ~~continue as~~their ~~a going concern~~short-term nature.

~~NOTE~~ASC 825-10 “Financial 2Instruments”, –allows ~~SUMMARY~~entities OFto ~~SIGNIFICANT~~voluntarily ~~ACCOUNTING~~choose ~~POLICIES~~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.

~~Use~~Property ofand ~~Estimates~~Equipment

~~The preparation~~Property ofand ~~consolidated~~equipment ~~financial~~are ~~statements~~carried inat cost ~~conformity~~less ~~with~~accumulated ~~U.S.~~depreciation, ~~GAAP~~and ~~requires~~are ~~management~~depreciated toon ~~make~~a ~~estimates~~straight-line ~~and~~basis ~~assumptions that~~over ~~affect~~ the ~~reported~~estimated ~~amounts~~useful lives of the assets. ~~and~~The ~~liabilities~~cost of repairs and ~~disclosure~~maintenance ofis ~~contingent~~expensed ~~assets~~as ~~and~~incurred; ~~liabilities~~major atreplacements ~~the~~and ~~date~~improvements ofare capitalized. ~~the~~When ~~financial~~assets ~~statements~~are ~~and~~retired ~~the~~or ~~reported~~disposed ~~amounts~~ of, ~~revenues~~the cost and ~~expenses~~accumulated ~~during~~depreciation ~~the~~are ~~reporting~~removed ~~period.~~from ~~Changes~~the inaccounts, ~~these~~and ~~estimates~~any ~~and~~resulting ~~assumptions~~gains ~~may~~or ~~have~~losses aare ~~material~~included ~~impact~~in onincome in the ~~consolidated~~period ~~financial~~of ~~statements~~disposition. ~~and~~During ~~accompanying~~the ~~notes.~~year ~~Making~~ended ~~estimates~~September ~~requires management~~30, to2025, ~~exercise~~we disposed ~~significant~~of ~~judgment.~~property Itand isequipment atwith ~~least~~a ~~reasonably~~net ~~possible~~book ~~that~~value ~~the~~of ~~estimate~~$12,528, ofwhich ~~the~~has ~~effect~~been ofreflected as a ~~condition, situation~~loss oron ~~set~~disposal ofand included ~~circumstances~~in ~~that~~other ~~existed~~general atand ~~the~~administrative ~~date~~expenses ofon the ~~financial~~accompanying consolidated statements, ~~which~~of ~~management~~operations. ~~considered~~The inCompany ~~formulating its~~examines ~~estimate,~~the ~~could~~possibility ~~change~~of decreases in the ~~near~~value ~~term~~of ~~due~~fixed toassets ~~one~~when events or ~~more~~changes in ~~future~~circumstances ~~confirming~~reflect ~~events.~~the ~~Accordingly,~~fact ~~the~~that ~~actual~~their ~~results~~recorded ~~could differ~~value ~~significantly~~may ~~from~~not ~~those~~be ~~estimates~~recoverable.

~~Significant~~Impairment ~~estimates during the years ended September 30, 2024 and 2023 include the valuation~~ of ~~deferred tax assets and the associated valuation allowances, and the valuation of stock~~Long-~~based~~lived ~~compensation.~~Assets

~~Cash~~In accordance with 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 loss when the sum of expected undiscounted future 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 ~~Cash~~its ~~Equivalents~~book value. During the years ended September 30, 2025, and 2024, the Company did not incur any impairment charges on its long-lived assets.

~~For~~Research ~~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.~~Development

~~The~~Expenditures for ~~Company~~research ~~maintains its cash on deposits with bank~~ and ~~financial~~product ~~institution~~development ~~within~~costs ~~the~~are ~~United~~expensed ~~States~~as ~~that at times may exceed federally-insured limits of $250,000~~incurred. The Company ~~manages~~incurred ~~this~~research ~~credit risk by concentrating its cash balances in high quality financial institutions~~ and bydevelopment ~~periodically~~expenses ~~evaluating the credit quality~~ of ~~the primary financial institutions holding such deposits. The Company has~~$455,901 ~~not experienced any losses in such bank accounts~~ and ~~believes it is not exposed to any risks on its cash~~ $240,263 in ~~bank~~the ~~accounts.~~years At ended September 30, ~~2024~~2025, ~~the~~and ~~Company’s~~2024, ~~cash balances were not in excess of the federally-insured limits~~respectively.

~~F-9~~Advertising and Marketing Costs

~~GENVOR INCORPORATED~~All ~~AND~~costs ~~SUBSIDIARIES~~related ~~NOTES~~to TOadvertising ~~CONSOLIDATED~~and ~~FINANCIAL~~marketing ~~STATEMENTS~~are expensed as incurred. For the years ended September 30, 2025 and 2024, advertising and marketing costs amounted to $4,458 and $84,183, respectively.

~~NOTE~~Commitments 2and ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~Contingencies

~~Fair~~In the normal course ~~Value~~of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of ~~Financial~~its ~~Instruments~~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 ~~Fair~~the amount ~~Value~~of ~~Measurements~~the assessment can be reasonably estimated.

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:F-10

●GENVOR INCORPORATED ~~Level~~AND ~~1-Inputs~~SUBSIDIARIES NOTES ~~are~~TO ~~unadjusted~~CONSOLIDATED ~~quoted~~FINANCIAL ~~prices in active markets for identical assets or liabilities available at the measurement date.~~STATEMENTS

~~● Level~~ NOTE 2~~-Inputs~~ ~~are~~– ~~unadjusted~~SUMMARY ~~quoted~~OF ~~prices~~SIGNIFICANT ~~for~~ACCOUNTING ~~similar~~POLICIES assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.(continued)

~~● Level 3~~Stock-~~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.~~ Compensation

The Company accounts ~~fair~~for ~~value~~stock-based ofcompensation ~~the~~by ~~Company’s~~measuring ~~assets~~and recognizing compensation expense for all share-based awards, including stock warrants and stock ~~liabilities~~grants, ~~which~~based ~~qualify~~on asestimated ~~financial~~grant-date ~~instruments~~fair ~~under~~values. ~~ASC~~The ~~Topic~~Company ~~820,~~measures ~~“Fair Value~~employee ~~Measurement~~and nonemployee awards at the date of grant,” ~~approximates~~which generally is the ~~carrying~~date ~~amounts~~at ~~represented~~which inthe Company and the ~~accompanying~~nonemployee ~~consolidated~~reach ~~financial~~a ~~statements, primarily~~mutual ~~due~~understanding toof ~~their~~the ~~short~~key terms and conditions of a share-~~term~~based payment ~~nature~~award.

~~ASC 825-10~~The ~~“Financial~~Company ~~Instruments”,~~uses the ~~allows~~straight-line ~~entities~~attribution tomethod ~~voluntarily choose~~ to ~~measure~~allocate ~~certain~~compensation ~~financial~~cost ~~assets~~to ~~and~~reporting ~~liabilities at~~periods ~~fair~~over ~~value~~the ~~(fair~~requisite ~~value~~service ~~option).~~period ~~The~~during ~~fair~~which the ~~value~~employee ~~option~~or ~~may~~nonemployee ~~be elected on an instrument-by-instrument basis and~~ is ~~irrevocable, unless~~required ato ~~new~~provide ~~election~~services ~~date~~in ~~occurs.~~exchange Iffor the ~~fair~~award. ~~value~~The ~~option~~Company ishas elected ~~for~~to anaccount ~~instrument, unrealized gains and losses~~ for ~~that~~forfeitures ~~instrument~~of ~~should~~awards beas ~~reported~~they inoccur, ~~earnings~~with atpreviously ~~each~~recognized ~~subsequent~~compensation ~~reporting~~reversed ~~date.~~in ~~The~~the ~~Company~~period ~~did~~that ~~not elect to apply~~ the ~~fair~~awards ~~value option~~are ~~to any outstanding instruments~~forfeited.

~~Property~~Income ~~and Equipment~~Taxes

~~Property~~The Company accounts ~~and~~for ~~equipment~~income ~~are~~taxes ~~carried~~using atthe ~~cost~~asset/liability ~~less~~method ~~accumulated~~prescribed ~~depreciation~~by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are ~~depreciated~~determined based on athe ~~straight-line~~difference ~~basis~~between ~~over~~ the ~~estimated useful~~financial ~~lives~~reporting ofand ~~the~~tax bases of assets. ~~The~~and ~~cost~~liabilities using ofenacted ~~repairs~~tax ~~and~~rates ~~maintenance~~that iswill ~~expensed~~be asin ~~incurred;~~effect ~~major~~in ~~replacements~~the ~~and~~period ~~improvements~~in ~~are capitalized.~~which ~~When~~the ~~assets~~differences are ~~retired~~expected orto ~~disposed~~reverse. ~~of,~~The ~~the~~Company ~~cost~~records ~~and~~a valuation ~~accumulated~~allowance ~~depreciation~~to ~~are~~offset ~~removed~~deferred ~~from~~tax assets if, based on the ~~accounts~~weight of available evidence, ~~and any~~it ~~resulting~~is ~~gains~~more-likely-than-not that some portion, or ~~losses~~all, ~~are~~of ~~included~~the indeferred ~~income~~tax inassets ~~the~~will ~~period~~not ofbe ~~disposition~~realized. The ~~Company~~effect ~~examines~~on ~~the~~deferred ~~possibility~~taxes of ~~decreases in~~a ~~the~~change ~~value~~in oftax ~~fixed~~rates ~~assets~~is ~~when~~recognized as ~~events~~income or ~~changes~~loss in ~~circumstances reflect~~ the ~~fact~~period that ~~their~~includes ~~recorded~~the ~~value~~enactment ~~may not be recoverable~~date.

~~Impairment~~The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ~~Long-lived~~ASC ~~Assets~~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, 2025 and 2024, 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, 2025 and 2024.

InPer ~~accordance~~Share with 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 loss when the sum of expected undiscounted future 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.Data

~~Research~~ASC Topic 260 “Earnings per Share,” requires presentation of both basic and ~~Development~~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.

~~Expenditures~~Basic net loss per ~~for~~share ~~research~~is ~~and~~computed ~~product~~by ~~development~~dividing ~~costs~~net ~~are~~loss ~~expensed~~available asto ~~incurred.~~common ~~The~~stockholders ~~Company~~by ~~incurred~~the ~~research~~weighted ~~and~~average ~~development~~number ~~expense~~of shares of common stock outstanding ~~$240~~during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock,~~263~~ common stock equivalents and ~~$82,500~~potentially indilutive securities outstanding during each period. For the years ended September 30, 2025 and 2024, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible preferred stock and convertible ~~2023~~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, ~~respectively~~all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.

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

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.

Schedule of antidilutive shares
	Years Ended September 30,
	2025		2024
Warrants to purchase common stock		3,150,000		3,650,000
Series A convertible preferred stock		6		6
Series B convertible preferred stock		15,580,240		15,580,223
Shares attributable to convertible notes		20,000		20,000
Potentially dilutive securities		18,750,246		19,250,229

~~Commitments and Contingencies~~F-11

InGENVOR ~~the~~INCORPORATED ~~normal~~AND ~~course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its~~SUBSIDIARIES ~~business,~~NOTES ~~that~~TO ~~cover~~CONSOLIDATED aFINANCIAL ~~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.~~STATEMENTS

~~F-9~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~GENVOR~~Segment ~~INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Reporting

~~NOTE~~The segment reporting 2structure –uses ~~SUMMARY~~the OFCompany’s ~~SIGNIFICANT~~management ~~ACCOUNTING~~reporting ~~POLICIES~~structure as its foundation to reflect how the Company manages the business internally. During the years ended September 30, 2025 and 2024, the Company is organized into one strategic business unit. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (~~continued~~“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. The Company’s Chief Executive Officer (“CEO”) is its CODM.

~~Stock-based Compensation~~Reclassification

~~The Company~~Certain ~~accounts~~prior ~~for~~period amounts ~~stock-based~~have ~~compensation~~been byreclassified ~~measuring~~to ~~and~~conform ~~recognizing~~to ~~compensation~~the ~~expense~~current ~~for~~period ~~all share-based awards~~presentation, including ~~stock~~ ~~warrants~~breakouts ~~and~~within ~~stock~~current ~~grants~~liabilities, ~~based~~breakouts within onoperating ~~estimated~~expenses, ~~grant-date fair values. The Company measures employee~~ and ~~nonemployee~~breakouts ~~awards at~~within the ~~date~~statement of ~~grant,~~cash ~~which~~flows. ~~generally~~These isreclassifications ~~the~~have ~~date~~no ateffect ~~which~~on the ~~Company~~previously reported ~~and~~financial ~~the~~position, ~~nonemployee~~results ~~reach a mutual understanding~~ of ~~the key~~operations ~~terms~~ and ~~conditions~~cash ~~of a share-based payment award~~flows.

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

~~Income~~In November 2023, ~~Taxes~~the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements, including significant segment expenses and interim disclosures (“Topic 280”). The guidance allows for disclosure of multiple measures of a reportable segment’s profit or loss, and it requires that public entities with a single reportable segment provide all disclosures required by the ASU and all existing disclosures in Topic 280. ASC 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim reporting periods starting after December 15, 2024, with early adoption permitted. The Company adopted the new standard effective January 1, 2025 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.

~~The Company~~In ~~accounts~~December ~~for income taxes using~~ 2023, the ~~asset/liability~~FASB ~~method~~ASU ~~prescribed by ASC 740~~2023-09, “Income Taxes.” ~~Under~~(Topic ~~this method,~~740): ~~deferred~~Improvements ~~tax~~to ~~assets~~Income ~~and~~Tax ~~liabilities~~Disclosures. ~~are~~This ~~determined~~guidance ~~based~~is onintended ~~the~~to ~~difference~~enhance ~~between~~ the transparency ~~financial reporting~~ and ~~tax~~decision-usefulness ~~bases~~ of ~~assets~~income ~~and liabilities using enacted~~ tax ~~rates~~disclosures. ~~that~~The ~~will~~amendments be in ~~effect~~ASU in2023-09 ~~the~~address ~~period~~investor inrequests ~~which~~for ~~the~~enhanced income ~~differences~~tax ~~are~~information ~~expected~~primarily ~~to reverse.~~through ~~The~~changes ~~Company~~to ~~records~~disclosure aregarding ~~valuation~~rate ~~allowance~~reconciliation toand ~~offset~~income ~~deferred~~taxes ~~tax~~paid ~~assets~~both ~~if,~~in ~~based~~the onU.S. ~~the~~and in ~~weight~~foreign ofjurisdictions. ~~available~~ASU ~~evidence, it~~2023-09 is ~~more-likely-than-not~~effective ~~that~~for ~~some~~fiscal ~~portion,~~years orbeginning ~~all,~~after ofDecember ~~the~~15, ~~deferred~~2024 ~~tax~~on ~~assets~~a ~~will~~prospective ~~not~~basis, bewith ~~realized.~~the option ~~The~~to ~~effect~~apply onthe ~~deferred taxes~~standard ofretrospectively. aEarly ~~change~~adoption inis ~~tax~~permitted. ~~rates~~The isCompany ~~recognized~~expects asthat ~~income~~the oradoption ~~loss~~will innot ~~the~~have ~~period~~a ~~that~~material impact ~~includes~~on ~~the~~its ~~enactment~~consolidated ~~date~~financial statements.

~~The Company~~In ~~follows~~November 2024, the ~~accounting~~FASB ~~guidance~~issued ~~for~~ASU ~~uncertainty~~2024-03, inDisaggregation ~~income taxes using the provisions~~ of ~~ASC~~Income ~~740~~Statement ~~“Income~~Expenses ~~Taxes~~(“DISE”~~. Using~~) ~~that~~a ~~guidance,~~new ~~the~~accounting ~~benefit~~standard ~~for~~to ~~tax~~improve the ~~positions~~disclosures ~~taken~~about ~~can~~an ~~only~~entity’s beexpenses ~~recognized~~and inaddress ~~the~~requests ~~financial~~from ~~statements~~investors ~~when~~for ~~it is~~ more ~~likely than~~detailed ~~not~~information about the ~~position~~types ~~will~~of expenses beincluded ~~sustained~~in ~~upon~~commonly ~~examination~~presented byexpense ~~the~~captions. ~~tax~~The ~~authorities.~~new Asstandard ofis ~~September~~effective ~~30,~~for ~~2024~~annual ~~and~~reporting ~~2023,~~periods ~~the~~beginning ~~Company~~after ~~had~~December no15, ~~significant~~2026, ~~uncertain~~and ~~tax~~interim ~~positions~~reporting ~~which~~periods ~~would~~beginning ~~require~~after ~~either~~December ~~recognition~~15, of2027, awith ~~liability~~retrospective orapplication ~~disclosure in the financial statements~~permitted. The Company is ~~recognizes~~evaluating ~~interest~~the ~~and~~disclosure ~~penalties~~requirements related to ~~significant~~the ~~uncertain~~new ~~income~~standard ~~tax positions in income tax expense. However, no such interest~~ and ~~penalties~~its ~~were~~impact ~~recorded~~on asour ofconsolidated ~~September~~financial ~~30, 2024 and 2023~~statements.

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

~~ASC~~NOTE ~~Topic~~3 ~~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.BORROWINGS

~~Basic net~~Notes 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.Payable

~~The following~~From ~~table~~time ~~summarizes~~to time, the ~~securities~~Company ~~that~~entered ~~were~~into ~~excluded~~unsecured ~~from~~notes ~~the~~payable ~~diluted~~with ~~per~~individual ~~share~~investors. ~~calculation~~The ~~because~~terms ~~the effect~~ of ~~including~~ these ~~potential~~notes ~~shares~~are ~~was~~listed ~~antidilutive:~~below.

Schedule of antidilutive shares
Schedule of unsecured notes payable
	Years Ended September 30,
					Interest			Note Balance as of September 30,
	2024		2023
Noteholder	Origination		Maturity		Rate			2025		2024
Warrants to purchase common stock		3,650,000		2,362,900
Brent Lilienthal (*)		2019		12/31/2021		0	%	$	-	$	217,000
Series A convertible preferred stock		6		6
Mel Wentz (**)		3/19/2019		4/29/2019		0	%		—		680,000
Series B convertible preferred stock		15,580,223		15,580,223
Kirk Huntsman (***)		3/1/2019		2/29/2020		18	%		—		—
Shares attributable to convertible notes		20,000		164,000
John Hare (***)		4/29/2019		unspecified		0	%		—		—
Potentially dilutive securities		19,250,229		18,107,129
Barkley Capital LLC (***)		9/13/2023		3/13/2024		10	%		—		—
Chris Peterman (****)		9/9/2024		9/9/2025		18	%		20,000		20,000
Total principal amount								$	20,000	$	917,000
Less: unamortized debt discount									—		(12,592	)
								$	20,000	$	904,508

F-1012

GENVOR INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 23 – ~~SUMMARY~~BORROWINGS ~~OF SIGNIFICANT ACCOUNTING POLICIES~~ (continued)

~~Segment~~Notes ~~Reporting~~Payable (continued)

~~The segment~~(*) ~~reporting~~On ~~structure~~May ~~uses~~15, ~~the~~2025, ~~Company’s management reporting structure as its foundation to reflect how~~ the Company ~~manages~~ ~~the businesses internally~~ and isBrent ~~mainly~~Lilienthal ~~organized~~entered byinto ~~products.~~a ~~During~~settlement ~~the years ended September 30~~agreement, ~~2024~~pursuant ~~and~~to ~~2023~~which, the Company issettled ~~organized~~$217,000 ~~into~~debt ~~one~~owed ~~strategic~~by ~~business~~issuance ~~unit.~~of ~~Operating~~120,000 ~~segments~~shares ~~are~~of ~~defined~~common asstock ~~components~~ of ~~an enterprise for which separate financial information is available and evaluated regularly by~~ the ~~chief operating decision maker (“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. The~~ Company’s ~~Chief Executive Officer~~ (~~“CEO”)~~see isNote ~~its CODM~~4).

~~Reclassification~~(**) During the year ended September 30, 2025, the Company recognized a gain on the extinguishment of the $680,000 note payable with Mr. Wentz The Company obtained a legal opinion documenting the law in the state in which the debt originated. Based on such state law, the Company has been judicially released from this obligation as the statute of limitations has lapsed on any breach of contract claims. This has been reflected in gain on extinguishment of notes payable on the consolidated statements of operations. Further, on July 14, 2025, the Company received a letter from a third party legal counsel which stated the loan agreement appears to be invalid under Texas usury laws. Therefore, commencing on July 1, 2024, a monthly penalty of $10,000 was no longer accrued.

~~Certain~~(***) ~~prior~~These ~~period~~notes ~~amounts~~were ~~have~~converted ~~been~~into ~~reclassified to~~shares ~~conform~~of tocommon ~~the~~stock ~~current~~or ~~period~~stock ~~presentation,~~warrants ~~including~~of ~~breakouts within current liabilities, breakouts within operating expenses, and breakouts within~~ the ~~statement~~Company ofduring ~~cash flows. These reclassifications have no effect on~~ the ~~previously~~year ~~reported~~ended ~~financial~~September ~~position~~30, ~~results~~ ~~of operations and cash flows~~2024.

~~Recent Accounting~~(****) ~~Standards~~On September 9, 2024, the Company and Chris Peterman entered into a convertible promissory note agreement (the “Convertible Note”), providing for the issuance of a Convertible Note in the principal amount of $20,000. The Convertible Note was due on September 9, 2025 (see Note 8). Principal amount is convertible into shares of common stock of the Company at a conversion price of $1.00 per share. In addition, the Company issued 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 (“Pre-Funded Warrants”). The Pre-Funded Warrants were exercisable at September 9, 2025 and until the Pre-Funded Warrants are exercised in full (see Note 8). In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair value of the warrants issued to the investor was $40,000. Therefore, the Company recorded debt discount of $13,333 related to the warrants relative fair value issued to the investor, which was amortized into interest expense over the term of the convertible promissory note agreement. For the years ended September 30, 2025 and 2024, amortization of debt discount related to the Convertible Note payable amounted to $12,592 and $741, respectively, which has been included in interest expense on the accompanying consolidated statements of operations.

~~In November~~On ~~2023~~December 15, ~~the FASB issued ASU~~ 2023~~-07~~, ~~Improvements to Reportable Segment Disclosures, which enhances reportable segment~~ ~~disclosure~~Kirk ~~requirements,~~Huntsman ~~including~~converted ~~significant~~his ~~segment~~note ~~expenses~~with ~~and~~the ~~interim~~principal ~~disclosures~~amount ~~(“Topic 280”). The guidance allows for disclosure~~ of ~~multiple measures of a reportable segment’s profit or loss~~$32, ~~and it requires that public entities~~500 ~~with a single reportable segment provide all disclosures required by the ASU~~ and ~~all~~unpaid ~~existing~~interest ~~disclosures~~of ~~in Topic 280. ASC 2023-07 is effective for fiscal years beginning after December~~ $15, ~~2023 and for interim reporting periods starting after December 15,~~563 ~~2024,~~into ~~with early adoption permitted. The Company adopted the new standard effective June 30~~40, ~~2024 on a retrospective basis. The~~000 ~~adoption~~shares of ~~this~~common ~~ASU~~stock ~~affects~~of ~~only~~ the Company’s ~~disclosures,~~(see ~~with~~Note ~~no impacts to its financial condition or results of operations~~4).

~~In December~~On ~~2023~~November 11, ~~the FASB ASU~~ 2023~~-09~~, John ~~Income~~Hare ~~Taxes~~converted ~~(Topic~~its ~~740):~~note ~~Improvements~~with ~~to Income Tax Disclosures. This guidance is intended to enhance~~ the ~~transparency~~principal ~~and~~amount ~~decision-usefulness~~ of ~~income tax disclosures. The amendments in ASU 2023-09 address investor~~$300,000 ~~requests~~into 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 15300,000 ~~2024~~warrants onof ~~a prospective basis, with~~ the ~~option to apply the standard retrospectively. Early adoption is permitted. The~~ Company ~~expects that~~(see ~~the~~Note ~~adoption will not have a material impact on its consolidated financial statements~~4).

~~Other accounting~~On ~~standards~~March ~~that~~9, ~~have~~2024, Barkley ~~been~~Capital ~~issued~~LLC orconverted ~~proposed~~its bynote ~~FASB~~with ~~that~~the doprincipal ~~not~~amount ~~require~~of ~~adoption~~$200,000 and ~~until~~unpaid ainterest ~~future~~of ~~date~~$10,000 into ~~are not expected~~210,000 toshares ~~have~~of acommon ~~material~~stock ~~impact~~of on the ~~consolidated financial statements upon adoption. The~~ Company ~~does~~(see ~~not discuss recent pronouncements~~Note ~~that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures~~4).

~~NOTE~~Interest expense 3on –the ~~BORROWINGS~~notes payable totaled $2,092 and $17,693 for the years ended September 30, 2025 and 2024, respectively. Default penalties - late fees totaled $0 and $90,000 for the years ended September 30, 2025 and 2024, respectively. These late fees are in dispute and have been included in note payable on the accompanying consolidated balance sheets.

~~Notes~~As of September 30, ~~Payable~~2025 and 2024 accrued interest on the notes payable was $2,213 and $121 and all related to the Convertible Note.

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

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

On April 9, 2020, the Company received a loan from the Small Business Administration pursuant to the Paycheck Protection Program (“PPP”) in the principal amount of $48,750. The note bears interest at a variable rate of approximately 1% and matured in April 2022. The note is currently in default. Forgiveness for the loan was applied for and is pending.

~~F-11~~NOTE 4 – STOCKHOLDERS’ DEFICIT

~~GENVOR INCORPORATED~~Preferred ~~AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Stock

~~NOTE~~The authorized 3preferred –stock ~~BORROWINGS~~of ~~(continued)~~the Company consists of 20,000,000 shares with a $0.001 par value.

~~Notes Payable (continued)~~F-13

~~(*)~~GENVOR INCORPORATED ~~These~~AND ~~notes~~SUBSIDIARIES NOTES ~~are~~TO ~~past~~CONSOLIDATED ~~due~~FINANCIAL and amounts owed are in dispute at both September 30, 2024 and 2023. On May 15, 2025, the Company and Brent Lilienthal entered into a settlement agreement, pursuant to which, the Company settled $217,000 debt owed by issuance of 120,000 shares of common stock of the Company (see Note 8).STATEMENTS

~~(**)~~NOTE ~~These~~4 ~~notes~~– STOCKHOLDERS’ ~~were~~DEFICIT ~~converted into shares of common stock or stock warrants of the Company in the year ended September 30, 2024 as described below.~~(continued)

~~(***)~~Preferred Stock On September 9, 2024, the Company and Chris Peterman entered into a convertible promissory note agreement, providing for the issuance of a note in the principal amount of $20,000. The note is due on September 9, 2025. Principal amount is convertible into shares of common stock of the Company at a conversion price of $1.00 per share. In addition, the Company issued 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 (~~“Pre-Funded Warrants”~~continued). The Pre-Funded Warrants are exercisable at September 9, 2025 and until the Pre-Funded Warrants are exercised in full.. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair value of the warrants issued to the investor was $40,000. Therefore, the Company recorded debt discount of $13,333 related to the warrants issued to the investor, which will be amortized over the term of the note. For the year ended September 30, 2024, amortization of debt discount related to the note payable amounted to $741, which have been included in interest expense on the accompanying consolidated statements of operations.

~~Mel Wentz~~Series ~~receives~~A ~~a default penalty of $10,000~~Preferred each month and the note goes unpaid. The Company is currently disputing amount claimed by Mel Wentz under state usury laws (see Note 7). On July 14, 2025, the Company received a letter from a third party legal counsel which states the loan agreement appears to be invalid under Texas usury laws. Therefore, commencing on July 1, 2024, the monthly penalty of $10,000 is not accrued any more. Stock

On ~~December~~ 15August 10, ~~2023~~2022, the ~~Kirk~~Company ~~Huntsman~~designated ~~converted~~10 shares of its ~~note~~preferred ~~with~~stock ~~the~~as ~~principal~~Series ~~amount~~A Preferred Stock (“Series A”). Each share of ~~$32~~Series A entitles the holder to ten million (10,~~500~~000,000) votes on all matters submitted to a vote of the stockholders of the Corporation. When and ~~unpaid~~as ~~interest~~any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to participate in such dividend or distribution. Each Series A share is convertible, at the option of ~~$15~~the holder,~~563~~ into ~~40,000 shares~~one share of fully paid and non-assessable common stock. Upon any liquidation, dissolution, or winding-up of the Company, the Series A holders are entitled to receive out the assets of the Company, for each share of Series A, an amount equal to par value before any distribution or payment shall be made to the holder of any junior securities (~~see~~including ~~Note~~common 4stock and all other equity or equity equivalent securities of the Company).

~~On November~~The ~~11,~~preferred ~~2023,~~stock was ~~John~~issued ~~Hare~~on ~~converted~~August ~~its~~16, ~~note~~2022, ~~with~~as ~~the~~follows: ~~principal~~Bradley ~~amount~~White of(former ~~$300~~CEO),~~000~~ ~~into~~3 shares; ~~300~~Dr. Clayton Yates,~~000~~ ~~warrants~~3 shares; ofand ~~the~~Dr. ~~Company~~Jesse ~~(see Note~~Jaynes, 4)3 shares.

On ~~March~~ 9,September ~~2024~~28, ~~Barkley Capital LLC converted its note with the principal amount of $200~~ 2023,~~000~~ ~~and~~Mr. ~~unpaid~~White ~~interest~~returned ofhis ~~$10,000 into~~3 ~~210,000~~ shares of ~~common~~Series ~~stock~~A ofpreferred ~~the~~stock ~~Company~~which ~~(see~~were ~~Note~~than ~~4).~~cancelled

~~Interest expense~~As ~~totaled~~of ~~$17,693~~both ~~and $43,795 for the years ended~~ September 30, ~~2024 and 2023~~2025, ~~respectively. Default penalties - late fees totaled $90,000~~ and ~~$120~~2024,~~000 for~~ ~~the~~there ~~years ended September 30,~~were 6 shares ~~2024~~of ~~and~~Series ~~2023,~~A ~~respectively.~~preferred ~~These~~stock ~~late~~issued ~~fees are in dispute~~ and ~~have been included in note payable on the accompanying consolidated balance sheets~~outstanding.

~~Commercial~~Series B Preferred ~~Loan~~Stock

On ~~April~~ 9,October ~~2020~~19, 2022, the Company ~~received~~filed a ~~loan~~Certificate ~~from~~of ~~the~~Designation ~~Small~~with ~~Business~~the ~~Administration~~State ~~pursuant~~of Nevada to ~~the~~designate ~~Paycheck~~its ~~Protection~~Series ~~Program~~ B Preferred Stock (“~~PPP~~Series B”). The indesignation ~~the~~authorized ~~principal~~2,500,000 shares ~~amount~~ of ~~$48,750~~Series B. ~~The~~Each share ~~note~~of ~~bears~~Series ~~interest~~B atshall ahave ~~variable~~10 ~~rate~~votes ofon ~~approximately~~all 1%matters ~~and~~submitted ~~matured in~~to ~~April~~a ~~2022.~~vote ~~The~~of ~~note~~the isstockholders ~~currently~~of inthe ~~default~~Company. ~~Forgiveness~~Each share ~~for~~of ~~the~~Series ~~loan~~B ~~was~~is ~~applied~~convertible ~~for~~into ~~and~~10 isshares ~~pending~~of common stock of the Company.

~~NOTE~~On October 19, 2022, 4the –following ~~STOCKHOLDERS’~~shareholders ~~DEFICIT~~converted shares of common stock of the Company into shares of Series B to reduce the outstanding common stock issued by the Company, as follows:

Preferred Stock

Schedule of shareholders converted shares of common stock into shares of Series B
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 authorized~~(*) ~~preferred~~Related ~~stock of the Company consists of 20,000,000 shares with a $0.001 par value.~~parties

~~F-12~~On September 28, 2023, Mr. White and the LASB Family Trust returned to the Company for cancellation of 502,512 shares of Series B preferred stock. As of September 30, 2025 and 2024, the shares have not been canceled and are being held in treasury stock (see Note 8).

~~GENVOR~~There were 2,060,536 ~~INCORPORATED~~issued ~~AND~~and ~~SUBSIDIARIES~~1,558,024 ~~NOTES~~outstanding TOas ~~CONSOLIDATED~~of ~~FINANCIAL~~both ~~STATEMENTS~~September 30, 2025 and 2024.

~~NOTE 4~~Common ~~– STOCKHOLDERS’ DEFICIT (continued)~~Stock

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

~~Series A Preferred Stock~~F-14

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

~~The preferred~~NOTE ~~stock~~4 ~~was~~– STOCKHOLDERS’ ~~issued~~DEFICIT ~~on August 16, 2022, as follows: Bradley White~~ (~~former CEO~~continued)~~, 3 shares; Dr. Clayton Yates, 3 shares; and Dr. Jesse Jaynes, 3 shares.~~

OnCommon Stock ~~September~~Sold ~~28, 2023, Mr. White returned to the Company~~ for ~~cancellation of 3 shares of Series A preferred stock.~~Cash

~~As of~~During ~~both~~the year ended September 30, ~~2024~~2025, ~~and~~the ~~2023,~~Company ~~there~~sold ~~were~~an aggregate of 62,100,000 shares of ~~Series~~its Acommon ~~preferred~~ stock ~~issued~~at a price of $0.25 per share to investors and ~~outstanding~~received gross proceeds of $525,000.

~~Series~~During the year ended BSeptember ~~Preferred~~30, ~~Stock~~2024, the Company sold an aggregate of 956,600 shares of its common stock at an average price of $0.95 per share to investors and received gross proceeds of $911,600.

On ~~October~~ ~~19,~~July ~~2022~~14, 2023, the Company ~~filed~~issued ~~a Certificate of Designation with the State of Nevada to designate its Series B Preferred Stock (“Series B”). The designation authorized 2~~4,~~500,000~~ 665 shares of ~~Series~~common B.stock ~~Each~~for ~~share of Series B shall have 10 votes on all matters submitted to a vote of~~ the ~~stockholders~~conversion of ~~the~~accrued ~~Company. Each share of Series B is convertible into 10 shares~~interest of ~~common stock of the Company~~$2,333.

On ~~October~~ ~~19,~~September ~~2022~~16, 2023, the ~~following~~Company ~~shareholders~~issued ~~converted~~ 75,000 shares of common stock offor the ~~Company~~settlement ~~into shares~~ of ~~Series~~a Bdebt toand ~~modify~~accrued ~~the~~interest ~~common~~for ~~shares outstanding to reduce the outstanding common stock issued by the Company~~$25, ~~as follows:~~000.

Schedule of shareholders converted shares of common stock into shares of Series B
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

Common Stock Issued for Services

~~(*)~~During ~~Related~~the ~~parties~~year ended September 30, 2025, the Company issued a total of 137,500 shares of its common stock for $137,500 serviced rendered by our CEO that were accrued as compensation as of September 30, 2024.

OnDuring the year ended September 2830, ~~2023~~2025, ~~Mr.~~the ~~White~~Company ~~and~~issued ~~the~~a ~~LASB~~total ~~Family~~of ~~Trust~~5,487,500 ~~returned~~shares of toits ~~the~~common ~~Company~~stock for ~~cancellation~~services rendered by our CEO under terms of ~~502,512~~his employment agreement (see Note 7). These shares ofwere ~~Series~~valued Bat $4,925,000, ~~preferred~~the estimated fair market value on the grant dates using the most recent third-party sale of common stock; ~~however~~on the dates of grant, and reflected the ~~shares~~value ~~have~~as ~~not~~stock-based ~~been~~compensation ~~canceled~~expense, which is included in compensation and ~~are~~related ~~being~~expenses ~~held~~for inthe ~~treasury~~year ~~stock~~ended September 30, 2025 on the consolidated statements of operations.

~~There were~~During 2the year ended September 30,~~060~~ 2025,~~536~~ the Company issued ~~and~~20,000 1shares of common stock to an employee pursuant to the execution of an employment agreement. These shares were valued at $20,~~558~~000,~~024~~ ~~outstanding~~the asestimated fair market value on the grant dates using the most recent third-party sale of ~~both~~common stock on the dates of grant, and reflected the value as stock-based compensation expense, which is included in compensation and related expenses for the year ended September 30, ~~2024~~2025 ~~and~~on ~~2023~~the consolidated statements of operations.

~~Common~~During the year ended ~~Stock~~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 estimated fair market value on the grant dates using the most recent third-party sale of common stock on the dates of grant, and reflected the value as stock-based compensation expense.

~~The authorized~~Common ~~common stock of the Company consists of 300,000,000 shares with a $0.001 par value. All common stock shares are non-assessable~~Stock ~~and~~Issued ~~have~~for ~~one~~Accrued ~~vote~~Compensation ~~per share.~~Converted

In May 2025, the Company issued ~~F-13~~1,300,000 shares of its common stock upon the conversion of accrued compensation outstanding with our CEO of $125,000 and a total of $200,000 of accrued bonuses with our two scientific advisor employees. These bonuses were earned and approved by the board in May 2025 pursuant to a milestone defined in their employment agreements, being met (see Note 6). The conversion ratio of $.25 was based on recent stock sales and therefore no gain or loss was recorded on this conversion.

~~GENVOR INCORPORATED~~No ~~AND~~such ~~SUBSIDIARIES~~share issuances ~~NOTES~~occurred TOduring ~~CONSOLIDATED~~the ~~FINANCIAL~~year ~~STATEMENTS~~ended September 30, 2024.

~~NOTE~~Common Stock 4Issued –for ~~STOCKHOLDERS’~~Accounts ~~DEFICIT~~Payable ~~(continued)~~Settlements and Notes Payable Conversions

~~Common~~During the year ended ~~Stock~~September ~~Sold~~30, 2025, the Company issued an aggregate of 171,155 shares of common stock with an estimated fair value of $42,789 based on recent sales of common stock for ~~Cash~~the settlement of $59,249 of outstanding accounts payable balances. The settlement resulted in a net gain of approximately $16,460, which is included in net gain on settlement of accounts payable on the consolidated statements of operations.

~~On November~~In ~~17,~~May ~~2022~~2025, Brent Lilienthal converted his note payable with the ~~Company~~principal ~~issued~~amount ~~300~~of $217,000 into 120,000 shares of common stock towith an ~~investor~~estimated ~~for~~fair value of $~~150~~30,000 based on recent sales of common stock (see Note 3). The conversion resulted in a gain of approximately $187,000 which is included in gain on extinguishment of notes payable on the consolidated statements of operations.

On ~~May~~ 3December 15, 2023, an ~~the~~investor ~~Company~~converted ~~issued~~a ~~100~~note with a principal amount of $32,~~000~~500 and accrued interest of $15,563 into 40,000 shares of common stock toof anthe ~~investor~~Company ~~for~~(see ~~$50,000~~Note 3).

On ~~May~~ 12March 9, ~~2023~~2024, an ~~the~~investor ~~Company~~converted ~~issued~~a 15note with a principal amount of $200,000 and accrued interest of $10,000 into 210,000 shares of common stock toof anthe ~~investor~~Company ~~for~~(see ~~$15,000~~Note 3). These shares of common stock were not issued until June 2025 (see Issuance of Common Stock below).

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

~~On July~~In ~~12,~~May ~~2023,~~and June 2025, the Company issued 20 310,000 shares of common stock tofor anthe ~~investor~~conversion ~~for~~of $10220,000 of principal and accrued interest that occurred during the fiscal year ended September 30, 2024 for which the shares had not been issued.

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

OnDuring the year ended ~~July~~September 1430, ~~2023~~2024, ~~the~~two ~~Company~~shareholders ~~issued~~returned 50an aggregate of 500,000 shares of common stock toof anthe ~~investor~~Company ~~for~~that ~~$25~~they received incorrectly in a prior year. In connection with the cancellation of these common shares,~~000~~ the Company decreased common stock by the par value of $500 with a corresponding increase in additional paid-in capital of $500.

OnCommon Stock ~~July~~Issued ~~14, 2023, the Company issued 4,665 shares of common stock~~ for ~~the~~Warrant ~~conversion of accrued interest of $2,333.~~Exercise

~~On July~~In ~~17,~~April ~~2023~~2025, the Company issued 25 500,000 shares of its common stock toupon the exercise of warrants with an ~~investor~~exercise ~~for~~price of $~~10,000~~.001 and received proceeds of $500.

~~On July~~In ~~17,~~March ~~2023~~2024, the Company issued 5060,000 shares of its common stock toupon anexercise ~~investor~~of ~~for~~warrants and received proceeds of $~~25,000~~60.

~~On August~~Warrants ~~25, 2023, the Company issued 50,000 shares of common stock to an investor~~ Issued for ~~$25,000.~~Debt Conversion

On ~~September~~ 16November 11, 2023, an ~~the~~investor ~~Company~~converted ~~issued~~a ~~75,000~~note ~~shares~~with ofa ~~common~~principal ~~stock~~amount ~~for~~of ~~the settlement~~ $300,000 into 300,000 warrants of athe ~~debt~~Company ~~and~~(see ~~accrued~~Note ~~interest for $25,000~~3).

~~On September 19, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.~~F-15

~~During~~GENVOR ~~the~~INCORPORATED ~~year~~AND ~~ended September 30, 2024, the Company sold an aggregate of 956,600 shares of its common stock at an average price of~~SUBSIDIARIES ~~$0.95~~NOTES ~~per~~TO ~~share~~CONSOLIDATED toFINANCIAL ~~investors and received proceeds of $911,600.~~STATEMENTS

~~Common Stock~~NOTE ~~Issued~~4 ~~for~~– STOCKHOLDERS’ ~~Services~~DEFICIT (continued)

~~During~~Warrants ~~the~~Issued ~~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-party 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.Services

~~Common~~During the year ended ~~Stock~~September ~~Issued~~30, 2024, the Company granted a total of 1,007,100 common stock warrants, with an exercise price of $0.001, for services ~~Debt~~rendered, ~~Conversion~~including 650,000 warrants to related parties of the Company. The aggregate fair values of the warrants granted during the year ended September 30, 2025 was $1,007,100, of which, $650,000 was recorded as compensation and related benefits and $357,100 was recorded as professional fees.

~~On June~~During ~~14, 2023,~~ the ~~Company~~year ~~issued~~ended September 2530,~~000~~ ~~shares~~2025, of no common stock ~~related~~warrants towere ~~the~~issued ~~conversion of a note payable~~ for ~~$12,500~~services.

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

On The following ~~July~~table ~~14,~~represents ~~2023,~~stock ~~the~~warrant ~~Company~~activity ~~issued~~as ~~4,665 shares~~ of ~~common~~and ~~stock~~ for the ~~conversion~~year ofended ~~accrued~~September ~~interest of $2~~30,~~333.~~ 2025:

On September 16, 2023, the Company issued 75,000 shares of common stock for the settlement of a debt and accrued interest for $25,000.

Schedule of stock warrant activity
		Number of Warrants			Weighted Average Exercise Price
	Outstanding at September 30, 2024		3,650,000		$	0.001
	Expired		-			0.001
	Exercised		(500,000	)		(0.001	)
	Outstanding at September 30, 2025		3,150,000		$	0.001
	Warrants exercisable at September 30, 2025		3,150,000		$	0.001

OnThere is no ~~December~~“established ~~15,~~trading ~~2023,~~market” anfor ~~investor~~shares ~~converted~~of ~~its~~the ~~note~~Company’s incommon ~~the~~stock ~~principal~~at ~~amount~~September of30, ~~$32~~2025. Therefore,~~500~~ ~~and~~the ~~unpaid~~aggregate intrinsic ~~interest~~values offor ~~$15,563~~both ~~into~~the ~~40,000 shares~~stock ofwarrants ~~common~~outstanding and stock ofwarrants ~~the~~exercisable ~~Company~~at ~~(see~~September ~~Note~~30, 3)2025 cannot be calculated.

OnNOTE ~~March~~5 9,– ~~2024,~~INCOME ~~an investor converted its note in the principal amount of $200,000 and unpaid interest of $10,000 into 210,000 shares of common stock of the Company (see Note 3).~~TAXES

~~F-14~~As of September 30, 2025 and 2024, the Company has net operating loss carry forwards of approximately $6,340,849 and $3,911,000, 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.

~~GENVOR~~The Company’s ~~INCORPORATED~~tax ~~AND~~expense ~~SUBSIDIARIES~~differs from the “expected” tax expense for federal income tax purposes (computed by applying the United States ~~NOTES~~federal TOtax ~~CONSOLIDATED~~rate ~~FINANCIAL~~of ~~STATEMENTS~~21% to loss before taxes for fiscal year 2025 and 2024), as follows:

NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)

Schedule of income tax expense
	September 30,
	2025			2024
Tax expense (benefit) at the statutory rate	$	(135,754	)	$	(296,947	)
State income taxes, net of federal income tax benefit		(16,808	)		(36,765	)
Change in valuation allowance		152,562			333,712
Total	$	—		$	—

~~Common Stock Cancellation~~F-16

~~During~~GENVOR ~~the~~INCORPORATED ~~year~~AND ~~ended September 30, 2024, two shareholders returned an aggregate of 500,000 shares of common stock of the Company that~~SUBSIDIARIES ~~they~~NOTES ~~received~~TO ~~incorrectly~~CONSOLIDATED inFINANCIAL a prior year. In connection with the cancellation of these common shares, the Company decreased common stock by the par value of $500 with a corresponding increase in additional paid-in capital of $500.STATEMENTS

~~Common~~NOTE ~~Stock~~5 ~~Issued~~– ~~for~~INCOME ~~Warrant~~TAXES ~~Exercise~~(continued)

~~In March~~The ~~2024,~~tax effects of the ~~Company~~temporary ~~issued~~differences ~~60,000~~between ~~shares~~reportable offinancial ~~its~~statement ~~common~~income ~~stock~~and ~~upon~~taxable ~~exercise~~income ofare ~~warrants~~recognized ~~and~~as ~~received~~deferred ~~proceeds~~tax ofassets ~~$60~~and liabilities.

~~Warrants Issued~~The Company is open for ~~Services~~audit by the U.S. Internal Revenue Service and U.S. state tax jurisdictions from tax year 2021 to tax year 2024,

~~During the~~The ~~year~~tax ~~ended~~effect ~~September~~of significant ~~30,~~components ~~2023,~~of the Company’s ~~issued~~deferred ~~762,900~~tax ~~warrants~~assets ~~for~~and ~~common~~liabilities ~~stock~~at ofSeptember ~~the~~30, ~~Company~~2025 ~~for~~and ~~services.~~2024, ~~The~~are ~~issuance was~~as ~~for the following~~follows:

● Services - 162,900 warrants for common stock with an exercise price of $0.001, valued at $162,900

Schedule of deferred tax assets and liabilities
	September 30,
	2025			2024
Net operating loss carryforward	$	1,496,440		$	922,926
Total deferred tax assets		1,496,440			922,926
Less: deferred tax asset valuation allowance		(1,496,440	)		(922,926	)
Total net deferred taxes	$	—		$	—

●In ~~Services~~assessing bythe realizability ~~related~~of ~~party~~deferred –tax ~~600~~assets,~~000~~ ~~warrants~~management ~~for~~considers ~~common~~whether ~~with~~it anis ~~exercise~~more ~~price~~likely than not that some portion or all of $0the deferred tax assets will not be realized.~~001,~~ ~~valued~~The atultimate ~~$600~~realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities,~~000~~ projected future taxable income and tax planning strategies in making this assessment.

~~During the~~Because ~~year~~of ~~ended~~the historical ~~September~~losses ~~30,~~of ~~2024,~~ the Company ~~granted a total of 1~~,~~007,100~~ ~~its~~the ~~warrants,~~net ~~with~~deferred antax ~~exercise~~assets ~~price of $0.001,~~ for ~~services~~ ~~rendered,~~2025 ~~including~~and ~~650,000~~2024 ~~warrants~~were tofully ~~related~~offset ~~parties~~by ofa ~~the~~100% ~~Company~~valuation allowance. The valuation ~~aggregate~~allowance ~~fair~~for ~~values of~~ the ~~warrants~~remaining ~~granted during~~net ~~the~~deferred ~~year~~tax ~~ended~~assets ~~September 30, 2024~~ was $16,~~007~~340,~~100,~~849 ~~of which,~~ and $~~650~~3,~~000~~020,766 ~~was recorded~~ as of ~~compensation~~September ~~and~~30, ~~related~~2025, ~~benefits~~ and ~~$357~~2024,~~100~~ ~~was recorded as professional fees~~respectively.

~~Warrants~~NOTE ~~Issued~~6 ~~for~~– ~~Debt~~RELATED ~~Conversion~~PARTY TRANSACTIONS

~~During~~Accrued ~~the~~Compensation ~~year ended September 30, 2023, the Company issued 1,600,000 warrants for common stock of the Company for debt conversion. The issuance was for the following:~~

●The Company ~~Settlement~~has ofemployment ~~debt~~agreements –with ~~200,000~~its ~~warrants~~CEO ~~for~~and ~~common~~two ~~stock~~scientific ~~with~~advisors an(see ~~exercise~~Note ~~price of $0~~6).~~001, valued at $200,000~~

●Effective January ~~Conversion~~1, of2025, ~~notes~~an ~~payable~~amendment to the CEO’s employment agreement was executed and ~~accrued~~amended ~~interest~~the –following 1provisions: (i) annual salary was increased from $300,~~400~~000 to $350,000, ~~warrants~~(ii) ~~for~~a ~~common~~guaranteed ~~stock~~calendar ~~with~~year anbonus ~~exercise~~equal ~~price~~to 30% of ~~$0.001~~his annual salary was established versus milestone-based bonuses, ~~valued~~and at(iii) $1the CEO now receives 500,~~400,~~000 shares of common stock every six months that he remains with the Company.

OnEffective ~~November~~January 111, ~~2023~~2025, anthe ~~investor~~scientific ~~converted~~advisors ~~its~~aggregate ~~note~~monthly ~~with~~compensation ~~the~~was ~~principal~~increased ~~amount~~to of $~~300~~17,~~000 into 300~~500 from $10,000 ~~warrants of the Company (see Note 3)~~.

Any accrued compensation amounts earn interest at 8%. The ~~following~~CEO ~~table~~and ~~represents~~scientific ~~stock~~advisors ~~warrant activity~~can asconvert any accrued compensation into shares of ~~and~~common ~~for~~stock at a conversion rate equal to the ~~year~~fair market ~~ended~~value ~~September~~on ~~30,~~the ~~2023:~~date of conversion (see Note 4).

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

As of September30, 2025 and September 30, 2024, accrued compensation and related expenses owed to the CEO and scientific advisors pursuant to employment agreements totaled $742,488 and $466,404, respectively.

~~The~~As ~~following~~of ~~table~~September ~~summarizes~~30, ~~the~~2025 ~~shares~~and ofSeptember 30, 2024, the Company’s ~~common~~owed ~~stock~~its ~~issuable~~former ~~upon~~chief ~~exercise~~business ofofficer ~~warrants~~and ~~(except~~interim ~~Pre-Fund~~chief ~~Warrants)~~financial officer, ~~outstanding~~Judith atMiller, ~~September 30~~$38,904 primarily ~~2024:~~from accrued compensation.

	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

Advances from Related Parties

~~Stock~~The Company’s ~~warrant~~CEO and scientific advisors make working capital advances as needed which bear interest at 8% ~~(except~~per ~~Pre~~annum and are short-~~Fund~~term ~~Warrants)~~in ~~activity~~nature, ~~for~~unsecured and repayable on demand. During the years ended September 30, 2025, the Company received $86,071 of advances from these related parties and repaid $18,996 of these advances. There were no advances or repayments made during the year ended September 30, 2024. ~~was~~As of September 30, 2025 and September 30, 2024, advances owed to the CEO and scientific advisors totaled $84,137 and $17,062, respectively, and are reflected on the accompanying consolidated balance sheets as ~~follows:~~advances from related parties.

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

Accrued Interest

~~There~~The accrued iscompensation noand ~~“established~~advances ~~trading market”~~received ~~for~~from ~~shares~~the ofCEO ~~the~~and ~~Company’s~~two ~~common~~scientific ~~stock~~advisors, collectively referred to as the “employees” bear interest at 8%. As of September 30, ~~2024.~~2025 ~~Therefore~~and September 30, ~~the~~2024, ~~aggregate~~accrued ~~intrinsic~~interest ~~values~~due ~~for~~these ~~both~~employees was $54,814 and ~~the~~$9,705, respectively, ~~stock~~which ~~warrants~~is ~~outstanding~~included ~~and~~in ~~stock~~accrued ~~warrants~~interest ~~exercisable~~on atthe consolidated balance sheets. During the year ended September 30, 2025 and 2024, ~~cannot~~interest beexpense ~~calculated~~with these employees amounted to $45,127 and $4,942, respectively, which is included in interest expense on the consolidated statements of operations.

~~NOTE 5 – INCOME TAXES~~Settlement

AsOn of September 3028, ~~2024~~2023, ~~and~~the ~~2023~~Company entered into a settlement agreement with Mr. White, a former CEO of the Company, ~~has~~who ~~net~~was ~~operating~~terminated ~~loss~~on June ~~carry~~20, ~~forwards~~2023. As part of ~~approximately~~the settlement agreement, Mr. White was to receive a total settlement of $3300,~~911,~~000, ~~and~~payable in tranches of $250,~~497,~~000, ~~respectively~~beginning on September 28, ~~which~~2023, ~~may~~or bewithin ~~available~~seven todays, ~~reduce~~and ~~future~~each ~~years’~~subsequent ~~taxable~~payment ~~income~~on ~~through~~the ~~2044~~monthly anniversary of the settlement agreement execution. ~~The~~In exchange for the settlement, Mr. White returned to the Company’s ~~net~~for ~~operating~~cancellation ~~loss~~the following: 3 shares ~~carry~~of ~~forwards~~Series ~~may~~A bepreferred ~~subject~~stock toand 502,512 shares of ~~annual~~Series ~~limitations~~B preferred stock. As of September 30, 2024, the Company still owed Bradley White $50,000 which has ~~could~~been ~~reduce~~included orin ~~defer~~accounts payable and accrued expenses on the ~~utilization~~accompanying ofcondensed consolidated balance sheets. On June 11, 2025, the ~~losses~~Company ~~because~~executed a release and settlement agreement with Mr. White. Pursuant to the settlement agreement, the Company agreed to pay $55,000 for the settlement of anall ~~ownership~~amounts outstanding with this individual and recognized a loss of $5,000 which ~~change~~has asbeen ~~defined~~netted inwith ~~Section~~the ~~382~~gain on settlement of accounts payable on the ~~Internal~~consolidated ~~Revenue~~statements ~~Code~~of operations.

The Company’s tax expense differs from the “expected” tax expense for federal income tax purposes (computed by applying the United States federal tax rate of 21% to loss before taxes for fiscal year 2024 and 2023), as follows:F-17

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	$	—		$	—

GENVOR INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~F-15~~NOTE 7 – COMMITMENTS AND CONTINGENCIES

~~GENVOR INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Litigation

~~NOTE~~From time to time, 5the –Company ~~INCOME~~is ~~TAXES~~subject ~~(continued)~~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.

On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to ~~tax~~be ~~effects~~imposed on defendants’ shares of Company common stock and for them to be returned to the ~~temporary~~Company. ~~differences~~The ~~between~~Company ~~reportable~~and ~~financial~~Mr. ~~statement~~Kimbrough have ~~income~~settled the claims in dispute, which will require Mr. Kimbrough to return a portion of his shares of common stock to the Company. The Company and ~~taxable~~Mr. ~~income~~Kimbrough are ~~recognized~~currently asworking ~~deferred~~on executing upon the settlement terms before dismissal. The Company and Mr. Kimbrough ~~tax~~have ~~assets~~settled the claims in dispute, which will require Mr. Kimbrough to return a portion of his shares of common stock to the Company (see Note 8). The Company and ~~liabilities~~Mr. Kimbrough are currently working on executing upon the settlement terms before dismissal.

~~The~~On April 12, 2024, the Company isfiled ~~open~~suit against Richard Saied, in the 192nd Judicial District Court for ~~audit~~Dallas byCounty, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the Udefendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided.S. ~~Internal~~The ~~Revenue~~Company ~~Service~~is seeking monetary damages and Ufor a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company.S This matter was settled on October 29, 2025 in the Company’s favor. ~~state~~Mr. Saied ~~tax~~has ~~jurisdictions~~been ~~from~~ordered ~~tax~~by ~~year~~the ~~2021~~court to ~~tax~~reimburse ~~year~~the Company for reasonable and necessary attorney fees and to return the Contested Shares ~~2024,~~back to the Company.

~~The tax~~On ~~effect~~October of13, ~~significant~~2024, ~~components~~Judith ofMiller sent the Company’s a ~~deferred~~letter ~~tax~~demanding ~~assets~~payment ~~and~~for ~~liabilities~~amounts atshe ~~September~~claimed ~~30,~~she ~~2024~~was ~~and~~owed ~~2023,~~under her prior employment agreement with the Company. The Company disputes ~~are~~the allegations in the letter and intends to defend itself as ~~follows:~~necessary.

Schedule of deferred tax assets and liabilities
	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	$	—		$	—

Employment Agreements

InOn January 17, 2024, ~~assessing~~Ms. Miller resigned as the ~~realizability~~Company’s ofInterim ~~deferred~~Chief ~~tax~~Executive ~~assets,~~Officer ~~management~~and ~~considers~~was ~~whether~~appointed itas isa ~~more~~member ~~likely~~of ~~than~~the ~~not~~Company’s Board ~~that~~of ~~some~~Directors, ~~portion or~~as ~~all~~the Chief Business Officer of the ~~deferred~~Company, ~~tax~~and ~~assets~~as ~~will~~the ~~not~~Interim beChief ~~realized~~Financial Officer of the Company. ~~The~~Pursuant to ~~ultimate~~the ~~realization~~Miller ofEmployment ~~deferred~~Agreement, ~~tax~~which ~~assets~~superseded isMs. ~~dependent~~Miller’s ~~upon~~prior Executive Consulting Agreement with the Company dated June ~~generation~~20, of2023, ~~future~~Ms. ~~taxable~~Miller ~~income~~acted ~~during~~as ~~the~~Chief ~~periods~~Business inOfficer ~~which~~and ~~those~~Interim ~~temporary~~Chief ~~differences~~Financial ~~become~~Officer ~~deductible.~~of ~~Management~~the ~~considers~~ Company until the ~~scheduled~~agreement ~~reversal~~was ofterminated in ~~deferred~~May ~~tax~~2024 ~~liabilities,~~in ~~projected~~accordance ~~future~~with ~~taxable~~its ~~income~~terms ~~and~~(see ~~tax~~Note ~~planning~~6 ~~strategies~~for inamounts ~~making~~owed and outstanding under this ~~assessment~~ agreement).

~~Because of~~On January 17, 2024, the Company ~~historical~~executed ~~earnings~~an ~~history~~advisor agreement with Dr. Jesse Jaynes, a director of the Company (the “Jaynes Advisor Agreement”). Dr. Jaynes will be compensated as follows: (i) Dr. Jaynes will be paid a $50,000 signing bonus; (ii) Dr. Jaynes will be paid $5,000 per month (increased to $9,167 effective January 1, 2025); (iii) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the ~~net~~completion ~~deferred~~of ~~tax~~formulation ~~assets~~and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for ~~2024~~any ~~and~~of ~~2023~~the ~~were~~identified ~~fully~~spectrums ~~offset~~of crops that are targeted by athe Company; (iv) Dr. Jaynes will be paid $100%,000 ~~valuation~~and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required ~~allowance.~~by ~~The~~United ~~valuation~~States, ~~allowance~~such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the ~~remaining~~commercialization ~~net~~of ~~deferred~~the ~~tax~~topical ~~assets~~spray; ~~was~~(v) Dr. Jaynes will be paid $3100,~~020~~000 and 25,~~766~~000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Jaynes will be paid $2100,~~687~~000 and 25,~~054 as~~000 shares of ~~September~~Company 30common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, ~~2024~~such as the EPA, USDA, and/or ~~2023~~the FDA, ~~respectively~~for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.

~~NOTE~~On January 17, 2024, the 6Company –executed ~~RELATED~~an ~~PARTY~~advisor ~~TRANSACTIONS~~agreement with Dr. Clayton Yates, a director of the Company (the “Yates Advisor Agreement”). Dr. Yates will be compensated as follows: (i) Dr. Yates will be paid a $50,000 signing bonus; (ii) Dr. Yates will be paid $5,000 per month (increased to $8,333 effective January 1, 2025); (iii) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.

~~Accrued~~During the year ended ~~Liabilities~~September 30, 2025, the board of directors approved a $100,000 bonus for Yates and ~~Other~~Jaynes ~~Payables~~each. —As ~~Related~~disclosed ~~Parties~~in note 3, Yates and Jaynes converted this bonus into 400,000 shares of common stock each.

AsOn January 17, 2024, the Company appointed Chad Pawlak as Chief Executive Officer of ~~September~~the Company. Pursuant to the Pawlak Employment Agreement, Mr. Pawlak will act as Chief Executive Officer of the Company until the agreement is terminated in accordance with its terms, and Mr. Pawlak will be compensated as follows: (i) Mr. Pawlak will receive a base salary of $300,000 per year; (ii) Mr. Pawlak will be eligible for annual incentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the discretion of the compensation committee of the Board, ~~2024~~provided that such bonus for the first year of employment shall be earned for the completion of formulation and ~~2023~~production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company (the ~~owed~~“First ~~Chad~~Milestone”), ~~Pawlak~~and the bonus for the second year of employment shall be earned for the receipt of regulatory approval from any of those federal agencies required by United States, ~~its~~such ~~CEO~~as the United States Environmental Protection Agency (the EPA), ~~$11~~the United States Department of Agriculture (the USDA),~~416~~ and/or $0the United States Food and Drug Administration (the FDA), ~~respectively~~for the commercialization of the topical spray (the “Second Milestone”); (iii) Mr. Pawlak will initially receive 50,000 shares of Company common stock, and 950,000 shares of Company common stock which shall vest monthly for ~~travel~~a period of 36 months (25,000 shares a month for months 1-34, and ~~other~~50,000 ~~miscellaneous~~shares a month for months 35-36); (iv) Mr. Pawlak will receive an additional equity award of 1,000,000 ~~reimbursements~~shares of Company common stock upon achievement of the First Milestone; (v) Mr. Pawlak will receive an additional equity award of 1,000,000 ~~which~~shares ~~have~~of ~~been~~Company ~~included~~common instock ~~accrued~~upon ~~liabilities~~achievement of the Second Milestone; (vi) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vii) ~~other~~Mr. ~~payables~~Pawlak –will ~~related~~receive ~~parties~~an onadditional equity award of 1,000,000 shares of Company common stock upon the ~~accompanying~~receipt of regulatory ~~consolidated~~approval ~~balance~~from ~~sheets~~any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. ~~The~~On ~~amount~~December ~~due~~20, 2024, the board of directors approved the issuance of the 5,000,000 shares available to ~~Chad~~Mr. Pawlak ~~bears~~under athe ~~fixed~~original ~~interest~~terms ~~rate~~ of 8his Employment Agreement for services rendered (see Note 4).0% ~~per~~Effective ~~annum~~January 1, 2025, an amendment to the CEO’s employment agreement was executed and isamended ~~short~~the following provisions: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established versus milestone-~~term~~based inbonuses, and (iii) the CEO ~~nature~~now receives 500,000 ~~unsecured~~shares ~~and~~of ~~repayable~~common onstock ~~demand~~every six months that he remains with the Company.

~~As of~~Refer ~~September~~to ~~30,~~Note ~~2024~~6 ~~and~~for disclosure ~~2023,~~of ~~the~~amounts ~~Company~~outstanding ~~owed~~and ~~Judith~~due ~~Miller,~~under ~~its~~these ~~former~~employment ~~chief~~agreements ~~business~~as ~~officer~~of ~~and~~September ~~interim chief financial officer~~30, ~~$403~~2025. ~~and~~See ~~$0,~~also ~~respectively,~~Note 4 for ~~miscellaneous~~certain ~~reimbursements,~~amounts accrued ~~which~~under ~~have~~these ~~been~~employment ~~included~~agreements inthat ~~accrued~~were ~~liabilities~~converted ~~and~~into ~~other payables~~shares –of ~~related~~common ~~parties~~stock onduring the ~~accompanying~~three ~~consolidated~~months ~~balance~~ended ~~sheets~~September 30, 2025.

On September 28, 2023, the Company entered into a settlement agreement with Bradley White, former CEO of the Company, who was terminated on June 20, 2023. As part of the settlement agreement, Mr. White was to receive a total settlement of $300,000, payable in tranches of $50,000, beginning on September 28, 2023, or within seven days, and each subsequent payment on the monthly anniversary of the settlement agreement execution. In exchange for the settlement, Mr. White returned to the Company for cancellation of the following: 3 shares of Series A preferred stock and 502,512 shares of Series B preferred stock. As of September 30, 2024 and 2023, the Company still owed Bradley White $50,000 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.F-18

AsNOTE of8 September 30, 2024 and 2023, the Company owed Robert Bubeck, its former CEO, $3,846 and $2,025, respectively, for expenses paid by Rober on behalf of the Company, which have been included in accrued liabilities and other payables – ~~related~~SUBSEQUENT ~~parties on the accompanying consolidated balance sheets.~~EVENTS

~~All~~The ~~amounts~~Company ~~due~~evaluated subsequent events and transactions that occurred after the balance sheet date up to ~~Judith~~the ~~Miller,~~date ~~Bradley~~that ~~White,~~the ~~and~~financial ~~Robert~~statements were ~~Bubeck~~issued. ~~are~~Based ~~short-term~~upon inthis ~~nature~~review, ~~non-interest~~other ~~bearing~~than as described below, ~~unsecured~~the ~~and~~Company ~~repayable~~did not identify any subsequent events that would require onadjustment ~~demand~~or disclosure in the financial statements.

Subsequent to September 30, 2025, the Company sold 520,000 shares of common stock for $0.50 per share and received gross proceeds of $260,000. ~~F-16~~

~~GENVOR~~Subsequent ~~INCORPORATED~~to ~~AND~~September ~~SUBSIDIARIES~~30, 2025, the Company issued 1,440,000 ~~NOTES~~shares TOof ~~CONSOLIDATED~~common ~~FINANCIAL~~stock ~~STATEMENTS~~for the exercise of warrants with an average exercise price of $0.001.

~~NOTE~~Subsequent 7to –September ~~COMMITMENTS~~30, ~~AND~~2025, ~~CONTINGENCIES~~the Company issued 530,000 shares of common stock with an estimated fair value of $136,250 based on recent stock sales for consulting services provided of which $126,250 of these services was accrued as September 30, 2025.

~~Litigation~~On October 9, 2025, the holder of the convertible note payable (see note 3) exercised his conversion option and converted the principal and accrued interest outstanding on the convertible note payable into 22,092 shares of common stock.

~~From~~On ~~time~~October to8 ~~time~~2025, ~~the~~a ~~Company~~holder isof ~~subject~~Series toB ~~ordinary~~preferred ~~routine~~stock ~~litigation~~exercised ~~incidental~~their toconversion ~~its~~option ~~normal~~and ~~business~~received ~~operations. The Company~~1,500,000 isshares ~~not~~of ~~currently~~common astock ~~party~~upon ~~to any material legal proceedings, except as set forth below~~conversion.

~~The~~On ~~Company~~October is22, ~~currently~~2025, ~~disputing~~331,250 shares ~~amount~~of ~~claimed~~common stock held by ~~Mel~~Mr. ~~Wentz~~Kimbough ~~under~~were ~~state~~cancelled pursuant ~~usury~~to ~~laws~~the terms of a legal settlement reached with Mr. Kimbough (see Note 37).

On ~~February~~ 7,December ~~2024~~1, ~~the Company filed suit against Justin Kimbrough and Prosperity Consultants~~2025, ~~LLC,~~one of inour ~~the~~scientific ~~14th~~advisors ~~Judicial~~elected ~~District Court~~to ~~for~~convert ~~Dallas County~~$186,000 ~~Texas~~of ~~(case~~outstanding ~~no.~~liabilities ~~DC-24-02022),~~representing ~~alleging~~accrued ~~fraud~~salary, ~~conversion,~~accrued ~~unjust~~interest ~~enrichment~~ and ~~other causes of action~~working ~~arising~~capital ~~from~~advances ~~the~~into ~~defendants’~~124,000 ~~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~~conversion isratio ~~seeking~~was ~~monetary damages~~based ~~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~~ Over-the-Counter ~~claims~~market inprice ~~dispute~~on ~~and are working to effect~~ the ~~settlement terms~~conversion ~~before dismissal~~date.

On ~~April~~ ~~12,~~December ~~2024~~3, ~~the Company filed suit against Richard Saied~~2025, in the ~~192nd Judicial District Court for Dallas County, Texas (case~~ ~~no.~~Company ~~DC-24-05442),~~issued ~~alleging fraud~~200,000 ~~conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of~~ shares of ~~Company~~ common stock ~~under an agreement which required the defendant~~ to ~~provide~~a ~~services~~consultant ~~to the Company and which services the defendant ultimately never provided. The Company is seeking monetary damages and~~ for a$100,000 ~~constructive trust to be imposed on defendant’s shares~~ of ~~Company~~advisory ~~common~~services ~~stock and for them to be returned to the Company~~rendered.

~~NOTE 8 – SUBSEQUENT EVENTS~~F-19

~~The Company~~Item ~~evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued~~9. ~~Based upon this review, other than as described below, the Company did not identify any subsequent events~~Changes ~~that~~In ~~would~~and ~~have~~Disagreements ~~required~~with ~~adjustment~~Accountants oron ~~disclosure~~Accounting inand ~~the~~Financial ~~financial statements.~~Disclosure

~~On November~~We ~~12,~~have ~~2024,~~had ~~Chad~~no ~~Pawlak~~disagreements with ~~was~~our ~~elected~~accountants asrequired ato ~~Board~~be ofdisclosed ~~Directors~~pursuant to Item 304 of ~~the~~Regulation ~~Company~~S-K.

~~Common Stock~~Item ~~Sold~~9A. ~~for~~Controls and ~~Cash~~Procedures

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

~~Common~~The Company’s ~~Stock~~Chief ~~Issued~~Executive ~~for~~Officer ~~Services~~and Chief Financial Officer, who is the same person, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the year ended September 30, 2025. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

~~During the period from December 1, 2024 through~~Management’s ~~July~~Annual ~~31,~~Report ~~2025,~~on ~~the~~Internal ~~Company~~Control ~~issued~~over aFinancial ~~total of 5,475,000 shares of its common stock for services rendered, including 5,375,000 shares to related parties of the Company.~~Reporting

~~Common~~The management of ~~Stock~~the ~~Issued~~Company is responsible for ~~Debt~~the ~~Conversion~~preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

~~In April~~● ~~and~~Pertain ~~May~~to ~~2025,~~ the ~~Company~~maintenance ~~issued~~of ~~120,000~~records ~~shares~~that ofin ~~its~~reasonable ~~common~~detail ~~stock~~accurately ~~upon~~and fairly reflect the ~~conversion~~transactions and dispositions of ~~outstanding~~the ~~payable~~assets ~~balances~~ of ~~$43,902.~~the Company;

~~In May~~● ~~2025,~~Provide ~~Brent~~reasonable ~~Lilienthal~~assurance ~~converted~~that ~~its~~transactions ~~note~~are inrecorded ~~the~~as ~~principal~~necessary ~~amount~~to permit preparation of ~~$217,000~~financial ~~into~~statements ~~120~~in accordance with generally accepted accounting principles,~~000~~ ~~shares~~and that receipts and expenditures of ~~common~~the ~~stock~~issuer are being made only in accordance with authorizations of management and the ~~Company (see~~board ~~Note~~of ~~3).~~directors of the Company; and

~~Common Stock~~● ~~Issued~~Provide ~~for~~reasonable ~~Debt~~assurance ~~Conversion~~regarding –prevention ~~Related~~or ~~Parties~~timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

InManagement, including ~~May~~the ~~2025,~~Chief Executive Officer and Chief Financial Officer does not expect that the Company’s ~~issued~~disclosure 1controls,~~300,000~~ ~~shares~~and internal controls will prevent all error and all fraud. Because of its ~~common~~inherent ~~stock~~limitations, ~~upon~~a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the ~~conversion~~objectives of ~~three~~the ~~related~~control ~~parties’~~system ~~outstanding~~are met and may not prevent or detect misstatements. ~~payable~~Further, ~~balances~~over time, control may become inadequate because of ~~$325,000~~changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

~~Common~~With the participation ~~Stock~~of ~~Issued~~the ~~for~~Chief ~~Warrant~~Executive ~~Exercise~~Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025, 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, 2025, 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, 2025:

~~In April~~● ~~2025,~~Lack ~~the~~of ~~Company~~oversight ~~issued~~by ~~500,000~~independent ~~shares~~directors ofin ~~its~~the ~~common~~establishment ~~stock~~and ~~upon~~monitoring ~~exercise~~ of ~~warrants.~~required internal controls and procedures;

~~Issuance~~● Lack of ~~Subscribed~~functioning ~~Common~~audit ~~Stock~~committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

In● ~~June~~Insufficient ~~2025,~~personnel resources within the ~~Company~~accounting ~~issued~~function ~~210,000~~to ~~shares of~~segregate ~~its~~the ~~common~~duties ~~stock~~over financial transaction processing and reporting and to allow for ~~shares~~proper ~~subscribed.~~monitoring controls over accounting;

~~F-17~~● Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

~~Item~~To 9.remediate ~~Changes~~our internal Incontrol ~~and~~weaknesses, ~~Disagreements~~management ~~with~~intends ~~Accountants~~to onimplement ~~Accounting~~the ~~and~~following ~~Financial Disclosure~~measures:

We● ~~have~~The ~~had~~Company nowill ~~disagreements~~add ~~with~~sufficient ~~our~~number ~~accountants required~~of toindependent bedirectors ~~disclosed~~to ~~pursuant~~the toboard ~~Item~~and ~~304~~appoint ofan ~~Regulation~~audit ~~S-K~~committee.

~~Item~~● ~~9A.~~The ~~Controls~~Company will add sufficient knowledgeable accounting personnel to properly segregate duties and ~~Procedures~~to affect a timely, accurate preparation of the financial statements.

~~Evaluation~~● Upon the hiring of ~~Disclosure~~additional ~~Controls~~accounting personnel, the Company will develop and ~~Procedures~~ maintain adequate written accounting policies and procedures.

The Company’s Chief Executive Officer and Chief Financial Officer, who is the same person, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the year ended September 30, 2024. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.26

~~Management~~The additional hiring is contingent upon the Company’s ~~Annual~~efforts ~~Report~~to onobtain additional funding through equity or debt for its continued operational activities ~~Internal~~and ~~Control~~corporate ~~over~~expenses. ~~Financial~~Management ~~Reporting~~provides no assurances that it will be able to do so.

~~The~~We ~~management~~understand ~~of the Company is responsible~~that ~~for~~remediation ~~the preparation~~ of ~~the~~material ~~financial~~weaknesses ~~statements~~ and ~~related~~deficiencies ~~financial information appearing~~ in ~~this~~internal ~~Annual~~controls ~~Report~~are ona ~~Form~~continuing ~~10-K. The~~work ~~financial statements and notes have been prepared~~ in ~~conformity~~progress ~~with~~due ~~accounting~~to ~~principles generally accepted in~~ the ~~United States~~issuance of ~~America.~~new standards ~~The management of the Company is also responsible for establishing~~ and ~~maintaining~~promulgations. ~~adequate internal control over financial reporting~~However, asremediation ~~defined~~of inany ~~Rules~~known ~~13a-15(f)~~deficiency ~~and~~is ~~15d-15(f)~~among ~~under~~our ~~the~~highest ~~Exchange Act~~priorities. AOur ~~company’s~~management ~~internal~~will ~~control~~periodically ~~over~~assess ~~financial reporting is defined as a process designed to provide reasonable assurance regarding~~ the ~~reliability~~progress ~~of financial reporting~~ and ~~the~~sufficiency ~~preparation~~ of ~~financial~~our ~~statements~~ongoing ~~for~~initiatives ~~external~~and ~~purposes~~adjust inas ~~accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies~~ and ~~procedures~~when ~~that:~~necessary.

●As ~~Pertain~~a tosmaller ~~the~~reporting company, ~~maintenance~~we ofare ~~records~~not ~~that~~required into ~~reasonable~~provide, ~~detail~~and ~~accurately~~this ~~and~~annual ~~fairly~~report ~~reflect~~does ~~the~~not ~~transactions~~include ~~and~~an ~~dispositions~~attestation report of ~~the~~our ~~assets~~registered ofpublic ~~the~~accounting firm ~~Company;~~regarding internal control over financial reporting.

●Changes ~~Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements~~ in ~~accordance~~Internal Control ~~with~~over ~~generally~~Financial ~~accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and the board of directors of the Company; and~~Reporting

●There ~~Provide~~were ~~reasonable~~no ~~assurance~~changes in ~~regarding~~our ~~prevention~~internal orcontrol ~~timely~~over ~~detection~~financial ofreporting ~~unauthorized~~that ~~acquisition,~~occurred ~~use~~during orthe ~~disposition~~period ofcovered ~~the~~by ~~Company’s~~this ~~assets~~report that ~~could~~ have amaterially ~~material~~affected, or ~~effect~~are onreasonably ~~the~~likely to materially affect, our internal control over financial ~~statements~~reporting.

~~Management,~~Limitations ~~including the Chief Executive~~on ~~Officer and Chief Financial Officer does not expect that~~ the ~~Company’s~~Effectiveness ~~disclosure controls, and internal controls 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 or the degree of compliance with the policies or procedures may deteriorate.Controls

~~With~~The ~~the~~Company’s management, ~~participation~~including of the ~~Chief~~CEO ~~Executive Officer~~ and Chief Financial Officer (“CFO”), ~~our~~does ~~management~~not ~~evaluated~~expect ~~the~~that ~~effectiveness~~our ofdisclosure ~~the~~controls ~~Company’s~~and procedures or our internal control over financial reporting aswill ofprevent ~~September~~or 30detect all error and all fraud. A control system, ~~2024~~no matter how well designed and operated, ~~based~~can ~~upon~~provide only reasonable, not absolute, assurance that the ~~framework~~control insystem’s ~~Internal~~objectives ~~Control~~will ~~–Integrated~~be ~~Framework~~met. ~~issued~~Further, the bydesign of the ~~Committee~~control system must reflect that there are resource constraints and that the benefits must be considered relative to oftheir ~~Sponsoring~~costs. ~~Organizations~~Because of the ~~Treadway~~inherent ~~Commission~~limitations ~~(COSO)~~ in ~~2013.~~all ~~Based~~control onsystems, ~~that~~no evaluation, ~~our~~of ~~management~~controls ~~has~~can ~~concluded~~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 asthat judgments in decision-making can be faulty and that breakdowns can occur because of ~~September~~simple 30error or mistake. Controls can also be circumvented by the individual acts of some persons, ~~2024~~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 ~~Company~~likelihood ~~had~~of ~~material~~future ~~weaknesses~~events, and there can be no assurance that any design will succeed in achieving its ~~internal~~stated ~~control~~goals ~~over~~under ~~financial~~all ~~reporting~~potential ~~and~~future ~~the~~conditions. ~~Company’s~~Projections of any evaluation of controls ~~internal~~effectiveness ~~control~~to ~~over~~future ~~financial~~periods ~~reporting~~are ~~was~~subject ~~not~~to ~~effective~~risks. ~~Specifically~~Over time, ~~management~~controls ~~identified~~may ~~the~~become ~~following~~inadequate ~~material~~because ~~weaknesses~~of changes in conditions or deterioration atin ~~September~~the ~~30,~~degree ~~2024:~~of compliance with policies or procedures.

●Item ~~Lack~~9B. ~~of oversight by independent directors in the establishment and monitoring of required internal controls and procedures;~~Other Information.

~~● Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;~~None.

●Item ~~Insufficient~~9C. ~~personnel~~Disclosure Regarding ~~resources~~Foreign ~~within~~Jurisdictions ~~the~~That ~~accounting~~Prevent ~~function to segregate the duties over financial transaction processing and reporting and to allow for proper monitoring controls over accounting;~~Inspections.

●Not ~~Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes~~applicable.

~~To remediate our internal control weaknesses, management intends to implement the following measures:~~27

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

23Item 10. Directors, Executive Officers, and Corporate Governance.

● The ~~Company~~following ~~will~~table sets ~~add~~forth ~~sufficient~~information ~~knowledgeable~~with ~~accounting~~respect ~~personnel~~ to ~~properly~~persons ~~segregate~~who ~~duties~~are serving as directors and toofficers ~~affect~~of athe ~~timely,~~Company. ~~accurate~~Each ~~preparation~~director ofholds office until the ~~financial~~next ~~statements~~annual meeting of shareholders or until his successor has been elected and qualified.

● Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

Name	Age	Position

Chad Pawlak	53	Chief Executive Officer (1), Interim Chief Financial Officer (2), Director (3)
Clayton Yates	49	Director (4)
Jesse Jaynes	74	Chief Research Officer (4), Director (4), Chief Scientific Officer (1)

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt for its continued operational activities and corporate expenses. Management provides no assurances that it will be able to do so.

	(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.

WeBiographies ~~understand that remediation~~ of ~~material~~ ~~weaknesses~~Directors and deficiencies in internal controls are a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and adjust as and when necessary.Officers

AsThe following is a ~~smaller~~brief ~~reporting~~account ~~company~~of the education and business experience during at least the past five years of each director, weexecutive ~~are~~officer, and ~~not~~key ~~required~~employee toof ~~provide~~our company, ~~and~~indicating ~~this~~the ~~annual~~person’s ~~report~~principal ~~does~~occupation ~~not~~during ~~include~~that anperiod, ~~attestation~~and ~~report~~the name and principal business of ~~our~~the ~~registered~~organization ~~public~~in ~~accounting~~which ~~firm regarding~~such ~~internal~~occupation ~~control~~and ~~over~~employment ~~financial~~were ~~reporting~~carried out.

~~Changes~~Chad ~~in Internal Control over Financial Reporting~~Pawlak

~~There~~Chad ~~were~~Pawlak nobrings over ~~changes~~30 years of experience with a proven track record of driving revenue growth and fostering strategic partnerships across agribusiness and sustainability – particularly in ~~our~~soil ~~internal~~and ~~control~~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 ~~financial~~350,000 ~~reporting~~acres ~~that~~of ~~occurred~~enrollment ~~during~~in a nature-based carbon credit project utilizing a biological product as the ~~period~~practice ~~covered~~change. byFrom January ~~this~~2018-October ~~report~~2019, ~~that~~Chad ~~have~~was ~~materially~~a ~~affected~~member of the Board of INUS Protein, ora ~~are~~North ~~reasonably~~American supplier, blending partner and product development ~~likely~~resource tofor ~~materially~~insect ~~affect~~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, ~~our~~he ~~internal~~was ~~control~~responsible for ~~over~~the ~~financial~~overall ~~reporting~~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.

~~Limitations~~Dr. onClayton ~~the Effectiveness of~~Yates, ~~Controls~~Ph.D.

~~The~~Dr. ~~Company’s~~Clayton ~~management~~Yates, ~~including~~ ~~the CEO and Chief Financial Officer (“CFO”)~~Ph.D., ~~does~~co-founded ~~not~~Genvor ~~expect that our disclosure controls~~ and ~~procedures~~is orChairman ~~our~~of ~~internal control~~the ~~over~~Board ~~financial~~of ~~reporting will prevent or detect all error and all fraud~~Genvor. AHis ~~control~~research ~~system,~~is nocurrently ~~matter~~funded ~~how~~by ~~well designed and operated, can provide only reasonable, not absolute, assurance that~~ the ~~control~~National ~~system’s~~Cancer ~~objectives~~Institute ~~will be met. Further,~~(NCI) ~~the~~and ~~design~~Department of ~~the~~Defense ~~control~~(DOD) ~~system~~Congressionally ~~must~~Medical ~~reflect~~Directed ~~that~~Research ~~there~~Programs. ~~are~~Dr. ~~resource~~Yates ~~constraints~~is ~~and~~also ~~that~~a ~~the~~scientist ~~benefits~~at ~~must~~Tuskegee ~~be considered relative~~University, tofocused ~~their~~on ~~costs.~~identifying ~~Because~~molecular oftargets ~~the~~for ~~inherent~~therapeutic ~~limitations~~intervention in ~~all~~prostate, ~~control systems~~breast, ~~no evaluation of controls can provide absolute assurance that all control issues~~ and ~~instances~~pancreatic ofcancers. ~~fraud, if any, within the company have been detected~~Dr. ~~These~~Yates ~~inherent limitations include~~received ~~the~~his ~~realities~~initial ~~that~~training ~~judgments~~at ~~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~~University ~~acts~~ of ~~some~~Pittsburgh ~~persons,~~School ~~by collusion~~ of ~~two~~Medicine ~~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~~Department of ~~future events,~~Cellular and ~~there~~Molecular ~~can~~Pathology. beHe nocompleted additional ~~assurance~~training ~~that~~in ~~any~~Tissue ~~design~~Engineering ~~will~~and ~~succeed~~Regenerative inMedicine ~~achieving~~jointly ~~its~~from ~~stated~~the ~~goals~~McGowan ~~under~~Institute ~~all~~for ~~potential~~Regenerative ~~future~~Medicine ~~conditions.~~and ~~Projections~~Massachusetts ofInstitute ~~any evaluation~~ of ~~controls~~Technology ~~effectiveness~~(MIT). toDr. ~~future~~Yates ~~periods~~completed ~~are~~his ~~subject~~post-doctoral totraining ~~risks.~~at ~~Over~~Emory ~~time,~~University ~~controls~~School ~~may become inadequate because~~ of ~~changes~~Medicine in ~~conditions or deterioration in~~ the ~~degree~~Department of ~~compliance~~Molecular ~~with policies or procedures~~Urology.

~~Item 9B. Other Information.~~28

~~None~~Dr. Jesse Jaynes, Ph.D.

~~Item~~Dr. 9CJesse Jaynes, Ph.D., ~~Disclosure~~co-founded ~~Regarding~~Genvor ~~Foreign~~as ~~Jurisdictions~~well, ~~That~~and ~~Prevent~~he ~~Inspections~~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 world’s leading authorities on therapeutic peptide design and has vast experience in drug development for various applications, 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 numerous life science companies and is currently the Chief Technology Officer for the National Cancer Coalition. Dr. Jaynes is a Professor of Biochemistry at Tuskegee University. Dr. Jaynes completed his doctoral training at Brigham Young University, Utah.

~~Not~~There ~~applicable~~are no family relationships among any of our directors and executive officers.

24Our directors are elected at the annual meeting of the shareholders, 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 board of directors 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, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having 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, 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.

~~PART~~Indemnification of ~~III~~Directors and Officers

~~Item~~Section 1078.138 ~~Directors~~of the Nevada Revised Statutes (“NRS”) provides 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, ~~Executive~~and ~~Officers~~(ii) such breach involved intentional misconduct, fraud or a knowing violation of the law. Section 78.7502 of NRS permits a company to indemnify its directors and ~~Corporate~~officers ~~Governance~~against expenses, 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 the corporation 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 any liability asserted against him and liability and expenses incurred by him in his capacity as a director, 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.

The following table sets forth information with respect to persons who are serving as directors and officers of the Company. Each director holds office until the next annual meeting of shareholders or until his successor has been elected and qualified.29

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)

Our Articles of Incorporation provide that no director 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, 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 shall indemnify its directors to the fullest extent permitted by the NRS and may, if and to the extent authorized by the board of directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, 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.

	(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.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, 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 opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction 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.

~~Biographies~~Director ~~of Directors and Officers~~Compensation

~~The~~During ~~following is a brief account of~~ the ~~education~~ ~~and business experience during at least the past five~~ years ended ofSeptember ~~each director~~30, ~~executive~~2025 ~~officer,~~ and ~~key~~2024, ~~employee~~we ~~of our~~did ~~company,~~not ~~indicating~~have ~~the~~an ~~person’s~~independent ~~principal~~director. ~~occupation~~Directors ~~during~~ that ~~period,~~were ~~and~~employees ~~the~~were ~~name~~not ~~and~~paid ~~principal~~any ~~business~~fees ~~of the~~for ~~organization~~their inrole ~~which~~as ~~such occupation and employment were carried out~~directors.

~~Chad~~Involvement ~~Pawlak~~on Certain Material Legal Proceedings During the Last Five Years

~~Chad~~No Pawlak brings over 30 years of experience with a proven track record of driving revenue growth and fostering strategic partnerships across agribusiness and sustainability – particularly in soil and water conservation. He has a deep understanding of regenerative agriculturedirector, ~~biotechnology~~officer, ~~crop~~ ~~cultivation~~significant ~~and consumer packaged goods (CPG). Most recently~~employee, heor ~~was~~consultant ~~CEO~~has ofbeen ~~Locus~~convicted ~~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~~criminal ~~carbon credit project utilizing a biological product as the practice change. From January 2018-October 2019~~proceeding, ~~Chad~~exclusive ~~was a member~~ of ~~the~~traffic ~~Board of INUS Protein, a North American supplier, blending partner and product development resource for insect protein powders in food and feed use~~violations. 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.

~~Dr.~~No ~~Clayton~~bankruptcy ~~Yates~~petitions have been filed by or against any business or property of any director, Phofficer, significant employee, or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.D.

~~Dr.~~No ~~Clayton Yates~~director, ~~Ph.D.~~officer, ~~co-founded Genvor~~ ~~and~~significant isemployee, ~~Chairman~~or ofconsultant ~~the~~has ~~Board~~been ofpermanently ~~Genvor.~~or ~~His~~temporarily research is currently funded by the National Cancer Institute (NCI) and Department of Defense (DOD) Congressionally Medical Directed Research Programs. Dr. Yates is also a scientist at Tuskegee Universityenjoined, ~~focused on identifying molecular targets for therapeutic intervention in prostate~~barred, ~~breast~~suspended, ~~and~~or ~~pancreatic~~otherwise ~~cancers.~~limited ~~Dr.~~from ~~Yates received his~~involvement ~~initial training at the University of Pittsburgh School of Medicine~~ in ~~the~~any ~~Department~~type of ~~Cellular~~business, ~~and~~securities, ~~Molecular~~or ~~Pathology.~~banking ~~He completed additional training in Tissue Engineering and Regenerative Medicine jointly from the McGowan Institute for Regenerative Medicine and Massachusetts Institute of Technology (MIT)~~activities. ~~Dr. Yates completed his post-doctoral training at Emory University School of Medicine in the Department of Molecular Urology.~~

25No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

~~Dr.~~Directors’ and ~~Jesse~~Officers’ ~~Jaynes,~~Liability ~~Ph.D.~~Insurance

~~Dr.~~The ~~Jesse~~Company ~~Jaynes, Ph.D., co-founded Genvor~~purchased asdirectors’ ~~well,~~ 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 world~~officers’s ~~leading~~liability ~~authorities on therapeutic peptide design and has vast experience in drug development for various applications~~insurance, ~~including~~effective ~~agriculture,~~January ~~animal health~~8, ~~wound healing~~2025, ~~and~~to ~~oncology.~~insure ~~Dr. Jaynes’~~our ~~research~~directors ~~is funded by USDA, NSF,~~ and ~~NIH.~~officers Heagainst ~~has more than 60 United States and foreign patents and has authored~~liability ~~over 100 scientific journal articles. Over the past 15 years, Dr. Jaynes has served on the board of numerous life science companies and is currently the Chief Technology Officer~~ for ~~the~~acts ~~National~~or ~~Cancer~~omissions ~~Coalition.~~in ~~Dr.~~their ~~Jaynes~~capacities isas adirectors ~~Professor~~or ~~of Biochemistry at Tuskegee University~~officers. ~~Dr. Jaynes completed his doctoral training at Brigham Young University, Utah.~~

~~There~~Code ~~are no family relationships among any~~ of ~~our directors and executive officers.~~Ethics

~~Our~~We ~~directors~~intend ~~are~~to ~~elected at the annual~~adopt ~~meeting~~a ofcode ~~the shareholders, with vacancies filled by the Board~~ of ~~Directors,~~ethics ~~and~~that ~~they~~applies ~~serve~~to ~~until~~our ~~their successors are elected and qualified~~officers, ~~or their earlier resignation or removal. Officers are appointed by the board of~~ directors 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, ~~without prior notice~~ and ~~without a vote~~employees, ifincluding ~~consent of~~our ~~consents~~principal inexecutive ~~writing~~officer ~~setting~~and ~~forth~~principal ~~the action so taken~~accounting officer, ~~shall~~but behave ~~signed by the holders of the outstanding stock having~~ not ~~less than~~done ~~the~~so ~~minimum number of votes that would be necessary~~ to ~~authorize~~date ordue ~~take such action at a meeting at which all shares entitled~~ to ~~vote~~our ~~thereon~~relatively ~~were~~small ~~present~~size. ~~and~~We ~~voted~~intend ~~and shall be delivered~~ to ~~the~~adopt ~~corporation~~a bywritten ~~delivery~~code ~~to its registered office, its principle place~~ of ~~business,~~ethics ~~or an officer or agent of the corporation having custody of the book~~ in ~~which~~ the ~~proceedings~~near ~~of meetings are recorded~~future.

~~Indemnification~~Corporate ~~of Directors~~ Governance and ~~Officers~~Board Independence

~~Section~~Our ~~78.138~~Board of ~~the Nevada Revised Statutes~~Directors ~~(“NRS”)~~consists ~~provides 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~~three ~~or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law. Section 78.7502 of NRS permits a company to indemnify its~~ directors and ~~officers against~~has ~~expenses,~~not ~~judgments,~~established ~~fines and amounts paid in settlement actually and reasonably incurred in connection with~~ a ~~threatened, pending~~Nominating or ~~completed~~Governance ~~action,~~Committees ~~suit~~as orstanding ~~proceeding~~committees. ifThe ~~the~~Board ~~officer~~does ~~or director (i) is~~ not have ~~liable~~an ~~pursuant~~executive tocommittee ~~NRS 78.138~~ or ~~(ii)~~any ~~acted in~~committees ~~good~~performing ~~faith and in~~ a ~~manner~~similar ~~the~~function. ~~officer~~We orare ~~director reasonably believed to be in or~~ not ~~opposed~~currently tolisted ~~the~~on ~~best interests of the corporation and, if~~ a ~~criminal~~national ~~action~~securities ~~or proceeding, had no reasonable cause to believe the conduct of the officer or director~~exchange ~~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~~inter-dealer byquotation orsystem ~~on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction~~ that ~~such~~has ~~officer~~requirements 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~~majority ~~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~~board ~~is or was serving at the request~~ of ~~the~~directors ~~company~~be as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, 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 expensesindependent.

2630

~~Our~~Due ~~Articles of Incorporation provide that no director or officer of the Company will be personally liable~~ to ~~the~~our ~~Company~~lack ~~or any~~ of ~~its stockholders for damages for breach~~ ofoperations ~~fiduciary~~and ~~duty as a director or officer; provided~~size, ~~however,~~and ~~that~~since ~~the~~we ~~foregoing~~are ~~provision shall~~ not ~~eliminate~~currently orlisted ~~limit~~on ~~the liability of~~ a ~~director~~national orsecurities ~~officer (i) for acts or omissions which involve intentional misconduct~~exchange, ~~fraud~~we orare ~~knowing~~not ~~violation~~subject ofto ~~law,~~any orlisting requirements ~~(ii)~~mandating the ~~payment~~establishment of ~~dividends~~any inparticular ~~violation~~committees; ofall ~~Section~~functions ~~78.300~~ of ~~NRS.~~a Innominating/governance ~~addition,~~committee ~~our~~were ~~Bylaws~~performed ~~implement~~by ~~the~~our ~~indemnification and~~whole ~~insurance~~board ~~provisions~~of ~~permitted~~directors. byOur ~~Chapter~~board 78 of ~~the~~directors ~~NRS~~intends byto ~~providing~~appoint ~~that~~such ~~the~~persons ~~Company~~and ~~shall~~form ~~indemnify~~such ~~its~~committees ~~directors~~as are required to meet the ~~fullest~~corporate ~~extent~~governance ~~permitted~~requirements imposed by the ~~NRS~~national ~~and~~securities ~~may,~~exchanges ifas ~~and~~necessary. toOur ~~the extent authorized by the~~ board of directors, sodoes ~~indemnify~~not ~~its~~believe ~~officers~~that ~~and~~it ~~any~~is ~~other~~necessary ~~person whom it has the power~~ to ~~indemnify~~have ~~against~~such ~~liability,~~committees ~~reasonable expense or other matter whatsoever; and the Company may~~ at the ~~discretion~~early stage of the ~~board~~company’s ofdevelopment, ~~directors purchase~~ and ~~maintain~~our ~~insurance~~board ~~on behalf~~ of ~~any~~directors ~~person~~believes ~~who~~that ~~holds or who has held~~the ~~any~~functions ~~position~~of ~~identified~~such incommittees ~~the~~can ~~paragraph~~be ~~above~~adequately ~~against~~performed ~~any and all liability incurred~~ by ~~such~~the ~~person~~members inof ~~any~~our ~~such~~board ~~position or arising out~~ of ~~his status as such~~directors.

~~Insofar~~We asbelieve ~~indemnification~~that ~~by us for liabilities~~our ~~arising~~board ~~under~~of ~~the Securities Act may be permitted to our~~ directors, ~~officers~~is orcapable ~~persons~~of ~~controlling~~analyzing ~~the~~and ~~company~~evaluating ~~pursuant to provisions of~~ our ~~articles~~financial ofstatements ~~incorporation~~ and ~~bylaws,~~understanding orinternal ~~otherwise,~~controls weand ~~have been advised that in the opinion of the SEC, such indemnification~~procedures isfor ~~against~~financial ~~public policy as expressed in the Securities Act and is therefore unenforceable~~reporting. InWe ~~the~~believe ~~event~~ that aretaining ~~claim~~an ~~for~~independent ~~indemnification by such~~ director, ~~officer~~who orwould ~~controlling~~qualify ~~person~~as ofan us“audit incommittee ~~the~~financial ~~successful~~expert” would ~~defense~~be ofoverly ~~any~~costly ~~action,~~and ~~suit~~burdensome orand ~~proceeding~~ is ~~asserted~~not ~~by such~~warranted ~~director, officer or controlling person~~ in ~~connection~~our ~~with~~circumstances given the ~~securities~~early ~~being~~stages ~~offered,~~of weour ~~will,~~development ~~unless~~and in the ~~opinion of~~fact ~~our~~that ~~counsel~~we ~~the~~have ~~matter~~not ~~has~~generated ~~been~~any ~~settled~~material byrevenues ~~controlling precedent, submit~~ to a court of appropriate jurisdiction 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 issuedate.

~~Director~~Board ~~Compensation~~Leadership Structure and the Board’s Role in Risk Oversight.

~~During~~The Board of Directors is led by a chairman. The Board believes its current leadership structure best serves the ~~years~~objectives ~~ended~~of ~~September~~the ~~30,~~Board’s ~~2024~~oversight of management, the Board’s ability to carry out its roles and ~~2023,~~responsibilities weon ~~did~~behalf ~~not~~of ~~have~~the anCompany’s ~~independent~~shareholders, ~~director~~and the Company’s overall governance. ~~Directors~~The ~~that~~Board ~~were~~periodically ~~employees~~reviews ~~were~~the ~~not~~leadership ~~paid~~structure ~~any~~to ~~fees~~determine ~~for~~whether ~~their~~it ~~role~~continues asto best ~~directors~~serve the Company and its shareholders.

~~Involvement on Certain Material Legal Proceedings During the Last Five Years~~31

NoAudit ~~director, officer, significant employee,~~Committee orand ~~consultant~~Financial ~~has~~Expert; ~~been convicted in a criminal proceeding, exclusive of traffic violations.~~Committees

NoThe ~~bankruptcy~~Company ~~petitions~~does not have ~~been~~an ~~filed by~~audit orcommittee. ~~against~~We ~~any~~are ~~business~~not ora ~~property~~“listed ofcompany” ~~any~~under ~~director,~~SEC ~~officer,~~rules ~~significant~~and ~~employee,~~are ortherefore ~~consultant~~not ofrequired ~~the~~to ~~Company~~have ~~nor~~an ~~has any~~audit ~~bankruptcy~~committee ~~petition~~comprised ~~been~~of ~~filed~~independent ~~against a partnership or business association where these persons were general partners or executive officers~~directors.

NoThe ~~director,~~Company ~~officer,~~has ~~significant employee,~~no nominating or ~~consultant~~compensation ~~has~~committees ~~been~~at ~~permanently~~this ortime. ~~temporarily~~The ~~enjoined,~~entire ~~barred~~Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, ~~suspended~~the entire Board is involved in such decision-making processes. Thus, orthere ~~otherwise~~is ~~limited~~a ~~from~~potential ~~involvement~~conflict of interest in ~~any~~that ~~type~~our directors and officers have the authority ofto ~~business~~determine issues concerning management compensation, ~~securities~~nominations, orand ~~banking~~audit ~~activities~~issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

NoCompliance ~~director, officer or significant employee~~with ~~has~~Section ~~been~~16(A) ~~convicted~~ of ~~violating~~the aExchange ~~federal or state securities or commodities law.~~Act

~~Directors~~Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and ~~Officers’~~persons who beneficially own 10% or more of a class of ~~Liability~~securities ~~Insurance~~registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

~~The~~Based ~~Company~~solely ~~purchased~~on ~~directors’~~our review of certain reports filed with the Securities and ~~officers’~~Exchange ~~liability~~Commission ~~insurance,~~pursuant ~~effective~~to ~~January~~Section 816(a) of the Securities Exchange Act of 1934, ~~2025~~as amended, the reports required to ~~insure~~be ~~our~~filed ~~directors~~with ~~and~~respect ~~officers~~to ~~against~~transactions ~~liability~~in ~~for acts~~our orcommon ~~omissions~~stock induring ~~their~~the ~~capacities~~fiscal asyear ~~directors~~ended orSeptember 30, ~~officers~~2025, were timely.

~~Code~~Family ~~of Ethics~~relationships

WeThere ~~intend~~are tono ~~adopt~~family arelationships ~~code~~among any of ~~ethics that applies to~~ our officers, ~~directors,~~or ~~and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size~~directors. ~~We intend to adopt a written code of ethics in the near future.~~

~~Corporate Governance and Board Independence~~32

~~Our~~Item ~~Board of Directors consists of three directors and has not established a Nominating or Governance Committees as standing committees~~11. ~~The Board does not have an executive~~Executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.Compensation

27The table below sets forth, for the years ended September 30, 2025 (“2025”) and 2024 (“2024”), the compensation earned by our executive officers and former executive officers.

Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.

Name and Principal Position	Year	Salary		Stock Awards		Option and Warrant Awards		All Other Compensation		Total
		($)		($)		($)		($)		($)

Chad Pawlak	2025		506,250		4,925,000						5,431,250
Chief Executive Officer ⁽¹⁾	2024		214,345		262,500		—		—		476,845

Dr. Clayton Yates	2025		190,000		—		—		—		190,000
Former Chief Scientific Officer, Director ⁽²⁾	2024		92,500		—		—		—		92,500

Dr. Jesse Jaynes	2025		197,500		—		—		—		197,500
Chief Research Officer, Chief Scientific Officer, Director ⁽³⁾	2024		92,500		—		—		—		92,500

Judith S. Miller, Esq.	2025		—		—		—		—		—
Former Interim Chief Executive Officer and Chief Financial Officer ⁽⁴⁾	2024		121,000		100,000		600,000		—		821,000

Bradley White	2025		—		—		—		—		—
Former Chief Executive Officer, Chief Financial Officer, and Director ⁽⁵⁾	2024		80,625		—		—		66,348		146,973

We(1) ~~believe~~Appointed ~~that~~as ~~our~~CEO ~~board~~on ofJanuary ~~directors is~~17, ~~capable~~2024, ~~of analyzing~~ and ~~evaluating~~assumed ~~our~~CFO ~~financial~~role ~~statements~~on ~~and~~May ~~understanding~~29, ~~internal~~2024. ~~controls~~Mr. ~~and~~Pawlak’s ~~procedures~~2025 ~~for~~compensation ~~financial reporting.~~consisted Weof ~~believe~~cash ~~that~~of ~~retaining~~$506,250 anand ~~independent~~5,502,500 ~~director~~vested ~~who~~shares ~~would~~of ~~qualify~~common asstock with an ~~“audit~~estimated ~~committee~~fair ~~financial~~value ~~expert” would~~of be$4,925,000 ~~overly~~based ~~costly~~on ~~and~~recent ~~burdensome~~sales ~~and~~of iscommon ~~not~~stock ~~warranted~~to inthird ~~our~~parties. ~~circumstances~~Mr. ~~given~~Pawlak’s ~~the~~2024 ~~early~~compensation ~~stages~~consisted of ~~our~~cash ~~development~~of $214,345 and ~~the fact~~262,500 ~~that~~shares wevested ~~have~~and ~~not~~valued ~~generated~~at ~~any material revenues to date~~$262,500.

~~Board~~(2) ~~Leadership~~Appointed ~~Structure~~as Chief Scientific Officer and Chairman of the Board on January 12, 2021, and resigned as Chief Scientific Officer on January 17, 2024. Dr. Yates’s ~~Role~~ in2025 ~~Risk~~and ~~Oversight~~2024 compensation consisted of cash of $190,000 and $92,500, respectively.

~~The~~(3) ~~Board~~Appointed ofas ~~Directors~~Chief isResearch ~~led~~Officer byand aDirector ~~chairman. The~~on ~~Board~~January ~~believes~~12, ~~its current leadership structure best serves the objectives of the Board’s oversight of management~~2021, ~~the Board’s~~and ~~ability~~appointed toas ~~carry~~Chief ~~out~~Scientific ~~its~~Officer ~~roles and responsibilities~~ on ~~behalf~~January ~~of the Company’s shareholders~~17, ~~and~~2024. ~~the~~Dr. ~~Company~~Jaynes’s ~~overall~~ ~~governance.~~2024 ~~The~~compensation ~~Board~~consisted ~~periodically~~of ~~reviews~~cash ~~the~~of ~~leadership~~$197,500 ~~structure to determine whether it continues to best serve the Company~~ and ~~its~~$92,500, ~~shareholders~~respectively.

28(4) Interim CEO from June 20, 2023 through January 17, 2024, and Interim CFO and Chief Business Officer through May 29, 2024. Ms. Miller’s 2024 compensation consisted of cash of $121,000 and 100,000 shares vested and valued at $100,000 and 600,000 warrants vested and valued at $600,000. Ms. Miller’s 2023 compensation consisted of cash of $65,000 and 600,000 warrants vested and valued at $600,000.

~~Audit~~(5) ~~Committee~~CEO from January 12, 2021 through June 20, 2023. Mr. White’s 2023 compensation consisted of salary of $80,625 paid by cash and ~~Financial~~$66,348 ~~Expert; Committees~~of Mr. White’s personal expenses paid by the Company.

~~The Company does not have an audit committee. We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.~~33

The Company has ~~no nominating or compensation~~not ~~committees~~entered atinto ~~this~~employment ~~time.~~or ~~The~~similar ~~entire~~agreements Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors. except as follows:

~~Compliance~~Effective as of January 17, 2024, the Company entered into (i) indemnification agreements with ~~Section~~Mr. 16Pawlak, Ms. Miller, Dr. Jaynes and Dr. Yates (Athe “Indemnification Agreements”), of(ii) an employment agreement with Mr. Pawlak (the “Pawlak Employment Agreement”), (iii) an employment ~~Exchange~~agreement ~~Act~~with Ms. Miller (the “Miller Employment Agreement”), (iv) a science advisor agreement with Dr. Jaynes (the “Jaynes Advisor Agreement”), and (v) a science advisor agreement with Dr. Yates (the “Yates Advisor Agreement”).

~~Section~~Pursuant ~~16(a)~~to of the ~~Exchange Act requires~~Indemnification ~~the Company’s directors~~Agreements, ~~executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of~~ the ~~Exchange~~Company ~~Act~~agreed to ~~file~~indemnify ~~reports of beneficial ownership and changes in beneficial ownership with~~ the ~~SEC. Directors, executive~~ officers and ~~greater~~directors ~~than~~to ~~10%~~the ~~stockholders~~fullest ~~are~~extent ~~required~~permitted by ~~the~~law ~~rules~~for ~~and~~claims ~~regulations~~arising in part out of the ~~SEC~~fact tothat ~~furnish~~ the ~~Company~~officer ~~with~~or ~~copies~~director ofis ~~all~~or ~~reports~~was ~~filed~~a bydirector ~~them~~of inthe ~~compliance with Section 16(a)~~Company.

~~Based~~Pursuant ~~solely~~to onthe ~~our~~Pawlak Employment ~~review~~Agreement, Mr. Pawlak will act as Chief Executive Officer of ~~certain~~the ~~reports filed~~Company ~~with~~until the ~~Securities~~agreement is terminated in accordance with its terms, and ~~Exchange~~Mr. ~~Commission~~Pawlak ~~pursuant~~will tobe ~~Section~~compensated 16as follows: (i) Mr. Pawlak will receive a base salary of $300,000 per year; (ii) Mr. Pawlak will be eligible for annual incentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the ~~Securities~~discretion ~~Exchange~~of ~~Act~~the compensation committee of ~~1934~~the Board, asprovided ~~amended~~that such bonus for the first year of employment shall be earned for the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company (the “First Milestone”), and the bonus for the ~~reports~~second ~~required~~year toof employment shall be ~~filed~~earned ~~with~~for ~~respect~~the toreceipt ~~transactions~~of inregulatory ~~our~~approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray (the “Second Milestone”); (iii) Mr. Pawlak will initially receive 50,000 shares of Company common stock, ~~during~~and 950,000 shares of Company common stock which shall vest monthly for a period of 36 months (25,000 shares a month for months 1-34, and 50,000 shares a month for months 35-36); (iv) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the ~~fiscal~~First Milestone; (v) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the Second Milestone; (vi) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vii) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. Effective January 1, 2025, an amendment to the CEO’s employment agreement was executed and amended the following provisions: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year ~~ended~~bonus ~~September~~equal to 30% of his annual salary was established versus milestone-based bonuses, ~~2024~~and (iii) the CEO now receives 500,000 shares of common stock every six months ~~were~~that ~~timely~~he remains with the Company.

~~Family~~Pursuant ~~relationships~~to the Miller Employment Agreement, which superseded Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller was to act as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement is terminated in accordance with its terms, and Ms. Miller was to be compensated as follows: (i) Ms. Miller will receive a base salary of $180,000 per year; (ii) Ms. Miller will be issued 25,000 shares of Company common stock per month for a period of one year; (iii) Ms. Miller will receive an additional equity award of 250,000 shares of Company common stock upon the Company receiving the results of the scientific studies conducted by Southern Gardens/US Sugar for further use by the Company; (iv) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising each tranche $1,000,000 up to an aggregate of $10,000,000; (v) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising $2,500,000; (vi) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $6,000,000, and (vii) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $10,000,000. Ms. Miller’s employment was terminated on or about May 29, 2024.

~~There are no family relationships among any of our officers or directors.~~34

29Pursuant to Jaynes Advisor Agreement, which has an initial term of three years, Dr. Jaynes will act as scientific advisor to the Company, and be compensated as follows: (i) Dr. Jaynes will be paid a $50,000 signing bonus; (ii) Dr. Jaynes will be paid $5,000 per month (increased to $9,167 effective January 1, 2025); (iii) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.

~~Item~~Pursuant 11to Yates Advisor Agreement, which has an initial term of three years, Dr. ~~Executive~~Yates ~~Compensation~~will act as scientific advisor to the Company, and be compensated as follows: (i) Dr. Yates will be paid a $50,000 signing bonus; (ii) Dr. Yates will be paid $5,000 per month (increased to $8,333 effective January 1, 2025); (iii) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.

~~The~~Outstanding ~~table below sets forth, for the years~~Equity ~~ended~~Awards ~~September 30, 2024 (“2024”) and 2023 (“2023”), the compensation earned by our executive officers and former executive officers.~~

Name and Principal Position	Year	Salary		Stock Awards		Option and Warrant Awards		All Other Compensation		Total
		($)		($)		($)		($)		($)
Chad Pawlak	2024		214,345		262,500		—		—		476,845
Chief Executive Officer (1)	2023		—		—		—		—		—
Dr. Clayton Yates	2024		92,500		—		—		—		92,500
Former Chief Scientific Officer, Director (2)	2023		—		—		—		—		—
Dr. Jesse Jaynes	2024		92,500		—		—		—		92,500
Chief Research Officer, Chief Scientific Officer, Director (3)	2023		—		—		—		—		—
Judith S. Miller, Esq.	2024		121,000		100,000		600,000		—		821,000
Former Interim Chief Executive Officer and Chief Financial Officer (4)	2023		65,000		—		600,000		—		665,000
Bradley White	2024		—		—		—		—		—
Former Chief Executive Officer, Chief Financial Officer, and Director (5)	2023		80,625		—		—		66,348		146,973

No executive officer named above had any unexercised options or stock that had not vested, or equity incentive plan awards outstanding as of September 30, 2025.

~~(1)~~Director ~~Appointed as CEO on January 17, 2024, and assumed CFO role on May 29, 2024. Mr. Pawlak’s 2024 compensation consisted of cash of $214,345 and 262,500 shares vested and valued at $262,500.~~Compensation

~~(2)~~No ~~Appointed~~member asof ~~Chief~~our board ~~Scientific~~of ~~Officer~~directors ~~and~~received ~~Chairman~~any ofcompensation ~~the~~for ~~Board~~his onor ~~January~~her ~~12,~~services ~~2021,~~as ~~and~~a ~~resigned~~director asduring ~~Chief~~the ~~Scientific~~fiscal ~~Officer~~years onending ~~January~~September 1730, 2025 and 2024., ~~Dr.~~nor ~~Yates’s~~do ~~2024~~they ~~compensation~~currently ~~consisted~~receive ofany ~~cash~~compensation offor ~~$92,500~~such services.

~~(3)~~Equity ~~Appointed as Chief Research Officer and Director on January 12, 2021, and appointed as Chief Scientific Officer on January 17, 2024. Dr. Jaynes’s 2024 compensation consisted of cash of $92,500.~~Incentive Plans

~~(4)~~Long-Term ~~Interim~~Incentive Plans. The ~~CEO~~Company ~~from~~does ~~June~~not ~~20,~~provide ~~2023~~its ~~through~~officers ~~January~~or ~~17,~~employees ~~2024~~with pension, ~~and~~stock ~~Interim~~appreciation ~~CFO~~rights, ~~and~~long-term ~~Chief~~incentive ~~Business~~or other ~~Officer~~plans, ~~thro~~

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