[10-K/A] Genvor Inc Amends Annual Report

Rhea-AI Filing Summary

Genvor Inc. (GNVR) filed a Form 10-K/A correcting a typographical error in its independent auditor's signature date and restating select disclosure items from its 2023 Annual Report. The filing discloses that for the year ended September 30, 2023 the Company recognized a net loss of $1,707,481, had no revenues, and used $871,734 in operating cash, and that these conditions raise substantial doubt about the Companys ability to continue as a going concern. The filing details multiple debt instruments, including a note maturing March 13, 2024 with 10% interest convertible into 134,000 common shares, conversions of $989,000 principal and $146,946 interest into 2,316,147 common shares, and other conversions and warrant issuances. It reports extensive share issuances and transfers across Series A and B preferred and common stock, related-party transactions and settlement terms, net operating loss carryforwards of $2,497,000 and $2,133,000 (available through 2043), deferred tax asset balances, and various contingent liabilities, fees, and subsequent small equity issuances. The filing also references a merger with Old Genvor and settlement payments tied to cancellation of preferred shares.

Positive

• Net operating loss carryforwards of $2,497,000 and $2,133,000 potentially usable through 2043
• Debt conversions reduced cash repayment obligations by converting principal/interest into equity or warrants

Negative

• No revenues for the year ended September 30, 2023 while recognizing a $1,707,481 net loss
• Substantial doubt expressed about the Companys ability to continue as a going concern
• Significant equity dilution from numerous share issuances, debt-to-equity conversions and warrant grants
• Liquidity pressure from a note maturing March 13, 2024 with 10% interest and disputed late fees/default penalties
• Concentrated voting power in Series A preferred shares (10,000,000 votes per share) and related-party stock grants

Insights

Securities Analyst

TL;DR: Operating losses, no revenue, heavy equity dilution, convertible debt and contingent liabilities materially weaken near-term financial position.

The Company reported a $1.71M net loss for fiscal 2023, no revenues and $0.87M cash used in operations, creating substantial doubt about going concern status. Multiple debt conversions and warrant issuances have materially increased outstanding common shares (including conversion of ~$1.14M of debt/interest into equity or warrants), indicating dilution to existing holders. The convertible note due March 13, 2024 with 10% interest and other disputed late fees and default penalties add liquidity pressure. NOL carryforwards exist but may be limited by ownership change rules under Section 382. Disclosures of related-party share issuances and large director stock grants further raise governance and dilution considerations for investors.

Corporate Governance Expert

TL;DR: Significant related-party transactions, preferred share mechanics, and concentrated voting rights warrant close board and shareholder scrutiny.

Disclosures show Series A shares carry extreme voting power (10,000,000 votes per share) and Series B conversion features, with multiple issuances and cancellations tied to settlements, potentially affecting control. Large stock-based compensation to directors and consultants, related-party receivables and payables, and settlement arrangements that convert preferred to common require transparent governance disclosure. The merger with Old Genvor and contractual commitments to maintain founding shareholders 5% stake introduce ongoing issuance obligations. These items materially affect shareholder rights and dilution dynamics.

true FY 2023 --09-30 This Amendment No. 2 is being filed solely to correct a typographical error in the Report of Independent Registered Public Accounting Firm (the Audit Opinion) of Turner, Stone, and Company, L.L.P. (TSC) contained in the 2023 Annual Report, by replacing December 20, 2023 with January 16, 2024 under the signature in the Audit Opinion. 0001792941 0001792941 2022-10-01 2023-09-30 0001792941 2024-03-29 0001792941 2025-09-09 0001792941 2023-09-30 0001792941 2022-09-30 0001792941 us-gaap:RelatedPartyMember 2023-09-30 0001792941 us-gaap:RelatedPartyMember 2022-09-30 0001792941 us-gaap:SeriesAPreferredStockMember 2023-09-30 0001792941 us-gaap:SeriesAPreferredStockMember 2022-09-30 0001792941 us-gaap:SeriesBPreferredStockMember 2023-09-30 0001792941 us-gaap:SeriesBPreferredStockMember 2022-09-30 0001792941 2022-01-01 2022-09-30 0001792941 GNVR:SeriesAPreferredStocksMember 2021-12-31 0001792941 GNVR:SeriesBPreferredStocksMember 2021-12-31 0001792941 us-gaap:CommonStockMember 2021-12-31 0001792941 us-gaap:TreasuryStockCommonMember 2021-12-31 0001792941 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001792941 us-gaap:RetainedEarningsMember 2021-12-31 0001792941 2021-12-31 0001792941 GNVR:SeriesAPreferredStocksMember 2022-09-30 0001792941 GNVR:SeriesBPreferredStocksMember 2022-09-30 0001792941 us-gaap:CommonStockMember 2022-09-30 0001792941 us-gaap:TreasuryStockCommonMember 2022-09-30 0001792941 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0001792941 us-gaap:RetainedEarningsMember 2022-09-30 0001792941 GNVR:SeriesAPreferredStocksMember 2022-01-01 2022-09-30 0001792941 GNVR:SeriesBPreferredStocksMember 2022-01-01 2022-09-30 0001792941 us-gaap:CommonStockMember 2022-01-01 2022-09-30 0001792941 us-gaap:TreasuryStockCommonMember 2022-01-01 2022-09-30 0001792941 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-09-30 0001792941 us-gaap:RetainedEarningsMember 2022-01-01 2022-09-30 0001792941 GNVR:SeriesAPreferredStocksMember 2022-10-01 2023-09-30 0001792941 GNVR:SeriesBPreferredStocksMember 2022-10-01 2023-09-30 0001792941 us-gaap:CommonStockMember 2022-10-01 2023-09-30 0001792941 us-gaap:TreasuryStockCommonMember 2022-10-01 2023-09-30 0001792941 us-gaap:AdditionalPaidInCapitalMember 2022-10-01 2023-09-30 0001792941 us-gaap:RetainedEarningsMember 2022-10-01 2023-09-30 0001792941 GNVR:SeriesAPreferredStocksMember 2023-09-30 0001792941 GNVR:SeriesBPreferredStocksMember 2023-09-30 0001792941 us-gaap:CommonStockMember 2023-09-30 0001792941 us-gaap:TreasuryStockCommonMember 2023-09-30 0001792941 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001792941 us-gaap:RetainedEarningsMember 2023-09-30 0001792941 2021-10-01 2022-09-30 0001792941 us-gaap:AccountingStandardsUpdate202006Member 2023-09-30 0001792941 GNVR:BrentLilienthalMember 2022-10-01 2023-09-30 0001792941 GNVR:BrentLilienthalMember 2023-09-30 0001792941 GNVR:MelWentzMember 2022-10-01 2023-09-30 0001792941 GNVR:MelWentzMember 2023-09-30 0001792941 GNVR:KirkHuntsmanMember 2022-10-01 2023-09-30 0001792941 GNVR:KirkHuntsmanMember 2023-09-30 0001792941 GNVR:JohnHareMember 2022-10-01 2023-09-30 0001792941 GNVR:JohnHareMember 2023-09-30 0001792941 GNVR:BarkleyCapitalLLCMember 2022-10-01 2023-09-30 0001792941 GNVR:BarkleyCapitalLLCMember 2023-09-30 0001792941 GNVR:BarkleyCapitalLLCMember 2023-09-13 0001792941 GNVR:BarkleyCapitalLLCMember 2023-09-01 2023-09-13 0001792941 us-gaap:WarrantMember 2022-10-01 2023-09-30 0001792941 us-gaap:WarrantMember 2023-09-30 0001792941 us-gaap:SeriesAPreferredStockMember 2022-08-10 0001792941 us-gaap:SeriesAPreferredStockMember 2022-08-02 2022-08-10 0001792941 GNVR:BradleyWhiteMember 2022-08-16 0001792941 GNVR:DrClaytonYatesMember 2022-08-16 0001792941 GNVR:DrJesseJaynesMember 2022-08-16 0001792941 GNVR:SettlementAgreementMember us-gaap:SeriesAPreferredStockMember 2023-09-27 2023-09-28 0001792941 us-gaap:SeriesAPreferredStockMember srt:ExecutiveOfficerMember 2023-09-30 0001792941 us-gaap:SeriesAPreferredStockMember srt:ExecutiveOfficerMember 2022-09-30 0001792941 us-gaap:SeriesBPreferredStockMember 2022-10-19 0001792941 us-gaap:SeriesBPreferredStockMember 2022-10-18 2022-10-19 0001792941 us-gaap:SeriesBPreferredStockMember srt:ExecutiveOfficerMember 2023-09-30 0001792941 us-gaap:SeriesBPreferredStockMember srt:ExecutiveOfficerMember 2022-09-30 0001792941 2022-04-20 2022-04-21 0001792941 2022-04-21 0001792941 2022-06-30 0001792941 GNVR:TransferAndExchangeAgreementMember 2022-07-01 2022-07-31 0001792941 GNVR:TransferAndExchangeAgreementMember 2022-07-31 0001792941 GNVR:NexionContractorMember 2022-09-07 2022-09-08 0001792941 GNVR:BusinessAdvisoryServicesMember 2022-10-01 2023-09-30 0001792941 GNVR:BusinessAdvisoryServicesMember 2022-01-01 2022-09-30 0001792941 us-gaap:InvestorMember 2022-02-17 2022-02-18 0001792941 GNVR:DirectorOneMember 2022-03-07 2022-03-08 0001792941 GNVR:DirectorTwoMember 2022-03-07 2022-03-08 0001792941 GNVR:DirectorThreeMember 2022-03-07 2022-03-08 0001792941 srt:DirectorMember 2022-03-07 2022-03-08 0001792941 2022-04-01 2022-04-30 0001792941 2022-05-26 2022-05-27 0001792941 2022-09-12 2022-09-13 0001792941 GNVR:StockPurchaseAgreementMember 2021-10-01 2021-12-31 0001792941 GNVR:StockPurchaseAgreementMember srt:MinimumMember 2021-12-31 0001792941 GNVR:StockPurchaseAgreementMember srt:MaximumMember 2021-12-31 0001792941 GNVR:StockPurchaseAgreementMember 2022-01-01 2022-02-28 0001792941 GNVR:StockPurchaseAgreementMember 2022-02-28 0001792941 GNVR:StockPurchaseAgreementMember 2022-05-11 2022-05-12 0001792941 GNVR:StockPurchaseAgreementMember 2022-05-12 0001792941 GNVR:SubscriptionAgreementsMember 2022-07-01 2022-07-31 0001792941 GNVR:DecemberTwentyTwentyOneStockPurchaseAgreementMember 2022-07-01 2022-07-31 0001792941 us-gaap:InvestorMember 2022-11-16 2022-11-17 0001792941 us-gaap:InvestorMember 2023-05-02 2023-05-03 0001792941 us-gaap:InvestorMember 2023-05-11 2023-05-12 0001792941 us-gaap:InvestorMember 2023-05-28 2023-05-29 0001792941 us-gaap:InvestorMember 2023-07-11 2023-07-12 0001792941 us-gaap:InvestorMember 2023-07-10 2023-07-13 0001792941 us-gaap:InvestorMember 2023-07-08 2023-07-14 0001792941 GNVR:InvestorOneMember 2023-07-08 2023-07-14 0001792941 us-gaap:InvestorMember 2023-07-16 2023-07-17 0001792941 GNVR:InvestorOneMember 2023-07-16 2023-07-17 0001792941 us-gaap:InvestorMember 2023-08-24 2023-08-25 0001792941 us-gaap:InvestorMember 2023-09-15 2023-09-16 0001792941 us-gaap:InvestorMember 2023-09-18 2023-09-19 0001792941 2023-06-13 2023-06-14 0001792941 2023-06-28 2023-07-01 0001792941 us-gaap:RelatedPartyMember us-gaap:WarrantMember 2022-10-01 2023-09-30 0001792941 us-gaap:RelatedPartyMember us-gaap:WarrantMember 2023-09-30 0001792941 GNVR:JaynesInvestmentLLCMember us-gaap:SeriesBPreferredStockMember 2022-10-18 2022-10-19 0001792941 GNVR:ACTHoldingsLLCMember us-gaap:SeriesBPreferredStockMember 2022-10-18 2022-10-19 0001792941 GNVR:LASBFamilyTrustMember us-gaap:SeriesBPreferredStockMember 2022-10-18 2022-10-19 0001792941 GNVR:JesseMichaelJaynesMember us-gaap:SeriesBPreferredStockMember 2022-10-18 2022-10-19 0001792941 GNVR:BradleyWhiteMember us-gaap:SeriesBPreferredStockMember 2022-10-18 2022-10-19 0001792941 GNVR:PJAdvisoryGroupMember us-gaap:SeriesBPreferredStockMember 2022-10-18 2022-10-19 0001792941 us-gaap:InvestorMember 2022-10-01 2023-09-30 0001792941 GNVR:ConsultingAgreementsMember srt:ChiefExecutiveOfficerMember 2022-10-01 2023-09-30 0001792941 GNVR:ConsultingAgreementsMember srt:ChiefExecutiveOfficerMember 2022-01-01 2022-09-30 0001792941 GNVR:ConsultingAgreementsMember srt:ChiefExecutiveOfficerMember 2022-10-01 2023-09-30 0001792941 GNVR:ConsultingAgreementsMember srt:ChiefExecutiveOfficerMember 2023-09-30 0001792941 GNVR:ConsultingAgreementsMember srt:ChiefExecutiveOfficerMember 2022-09-30 0001792941 GNVR:ConsultingAgreementsMember GNVR:ConsultantMember 2020-07-23 2020-07-24 0001792941 GNVR:ConsultingAgreementsMember GNVR:ConsultantMember 2023-01-01 2023-09-30 0001792941 GNVR:ConsultingAgreementsMember GNVR:ConsultantMember 2022-01-01 2022-09-30 0001792941 2021-09-01 2021-09-30 0001792941 us-gaap:ResearchAndDevelopmentArrangementMember 2023-09-30 0001792941 us-gaap:ResearchAndDevelopmentArrangementMember 2022-09-30 0001792941 GNVR:SettlementAgreementMember 2023-09-28 0001792941 GNVR:SettlementAgreementMember 2023-09-27 2023-09-28 0001792941 GNVR:SettlementAgreementMember us-gaap:SeriesBPreferredStockMember 2023-09-27 2023-09-28 0001792941 GNVR:ExecutiveConsultingAgreementMember GNVR:MsMillerMember 2022-10-01 2023-09-30 0001792941 GNVR:ExecutiveConsultingAgreementMember GNVR:MsMillerMember 2023-09-30 0001792941 us-gaap:SeriesAPreferredStockMember srt:ChiefExecutiveOfficerMember 2022-08-16 0001792941 us-gaap:SeriesAPreferredStockMember GNVR:ChiefScientificOfficerAndChairmanMember 2022-08-16 0001792941 us-gaap:SeriesAPreferredStockMember GNVR:ChiefResearchOfficerAndDirectorMember 2022-08-16 0001792941 GNVR:CEOAndBoardMember 2022-01-01 2022-09-30 0001792941 GNVR:CEOAndBoardMember 2021-01-01 2021-12-31 0001792941 us-gaap:RelatedPartyMember srt:ChiefExecutiveOfficerMember 2023-09-30 0001792941 us-gaap:RelatedPartyMember srt:ChiefExecutiveOfficerMember 2022-09-30 0001792941 GNVR:OldGenvorMember 2022-05-26 2022-05-27 0001792941 GNVR:OldGenvorMember 2022-05-27 0001792941 GNVR:OldGenvorMember 2022-01-01 2022-09-30 0001792941 GNVR:OldGenvorMember 2021-01-01 2021-12-31 0001792941 us-gaap:SubsequentEventMember GNVR:CommonStockOneMember 2023-10-29 2023-11-01 0001792941 us-gaap:SubsequentEventMember GNVR:CommonStockTwoMember 2023-10-29 2023-11-01 0001792941 us-gaap:SubsequentEventMember GNVR:CommonStockThreeMember 2023-10-29 2023-11-01 0001792941 us-gaap:SubsequentEventMember GNVR:CommonStockFourMember 2023-10-29 2023-11-01 0001792941 us-gaap:SubsequentEventMember GNVR:CommonStockOneMember 2023-11-07 2023-11-08 0001792941 us-gaap:SubsequentEventMember GNVR:CommonStockTwoMember 2023-11-07 2023-11-08 0001792941 us-gaap:SubsequentEventMember GNVR:CommonStockThreeMember 2023-11-07 2023-11-08 0001792941 us-gaap:SubsequentEventMember GNVR:CommonStockFourMember 2023-11-07 2023-11-08 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2023-11-09 2023-11-10 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2023-11-12 2023-11-13 0001792941 us-gaap:SubsequentEventMember us-gaap:WarrantMember 2023-11-20 2023-11-21 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2023-12-07 2023-12-08 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2023-12-10 2023-12-11 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2023-12-12 2023-12-13 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2023-12-05 2023-12-14 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2023-12-19 2023-12-20 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2023-12-25 2023-12-26 0001792941 us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2024-01-07 2024-01-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2) 

Mark One

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

For the fiscal year ended: September 30, 2023

☐ 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 29, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant had an undetermined value as the registrant’s common stock is not eligible for proprietary broker-dealer quotations although it was previously quoted for trading on the OTC Link ATS, and trading data is not available on otcmarkets.com.

The number of the registrant’s shares of common stock outstanding was 29,825,763 as of September 9, 2025.

 EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) amends the audit opinion within the Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “2023 Annual Report”) of Genvor Incorporated filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2024 (the “Original Filing Date”) and Amendment No. 1 on Form-10-K filed with the SEC on July 31, 2025 (“Amendment No. 1”) which was filed to correct a typographical error in the audit opinion included in the 2023 Annual Report, but which was not properly corrected in Amendment No. 1. In this Amendment No. 2, unless the context indicates otherwise, the designations “Genvor,” the “Company,” “we,” “us” or “our” refer to Genvor Incorporated and its subsidiaries.

This Amendment No. 2 is being filed solely to correct a typographical error in the Report of Independent Registered Public Accounting Firm (the “Audit Opinion”) Turner, Stone, & Company, L.L.P. (“TSC”) contained in Item 8 of the 2023 Annual Report, by replacing “December 20, 2023” with “January 16, 2024” under the signature in the Audit Opinion.

In addition, this Amendment No. 2 includes new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2, 31.3, 32.1, 32.2 and 32.3 hereto.

Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have repeated the entire text of Item 8 of the 2023 Annual Report in this Amendment No. 2. However, there have been no changes to the Company’s consolidated financial statements and notes thereto or the text of such item (other than the change described above replacing “December 20, 2023” with “January 16, 2024” under the signature in the Audit Opinion).

Except as described above, no other amendments are being made to the 2023 Annual Report. This Amendment No. 2 does not reflect events occurring after the Original Filing Date or modify or update any disclosure contained in the 2023 Annual Report in any way other than to reflect the amendments discussed above and updates to the cover page of the 2023 Annual Report. Accordingly, this Amendment No. 2 should be read in conjunction with the 2023 Annual Report and our other filings with the SEC.

 Item 8. Financial Statements and Supplementary Data

Genvor Incorporated

Table of Contents

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

Your Vision Our Focus

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Genvor Incorporated and Subsidiaries

Opinion on the Consolidated Financial Statements

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

 Going Concern

The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the entity 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.

 Basis for Opinion

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

 We conducted our audits 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. Genvor Incorporated is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits 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 audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Turner, Stone & Company, L.L.P.

 We have served as Genvor Incorporated’s auditor since 2020.

 Dallas, Texas

January 16, 2024

F-1

Genvor Incorporated

Consolidated Balance Sheets

September 30,

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

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

F-2

Genvor Incorporated

Consolidated Statements of Operations

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

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

F-3

Genvor Incorporated

Consolidated Statements of Changes in Stockholders’ Deficit

For the Year Ended September 30, 2023, and the Nine Months Ended September 30, 2022

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

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

F-4

Genvor Incorporated

Consolidated Statements of Cash Flow

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

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

F-5

Genvor Incorporated

Notes to Consolidated Financial Statements

September 30, 2023

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Company Background

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

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

Nature of Operations

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

Basis of Presentation

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

Due to the change in fiscal year-ends, the consolidated financial statements will reflect the balance sheets and the statements of changes in stockholders’ deficit dates of September 30, 2023, and September 30, 2022, whereas the statements of operations and statements of cash flows are for the year ended September 30, 2023, and the nine months ended September 30, 2022.

Principles of Consolidation

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

F-6

Liquidity and Going Concern

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Cash Flow Reporting

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

Cash

Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000. From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes large banking institutions that are reputable, therefore mitigating the risks.

The Company maintains its cash balances at one financial institution that is insured by the FDIC. At September 30, 2023, the Company’s cash balances were not in excess of federally insured limits.

Fixed Assets

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

F-7

Stock-Based Compensation

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

The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates, as applicable. The fair value of stock-based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method.

Fair Value of Financial Instruments

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

The hierarchy consists of three levels

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

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

Financial Instruments

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

Long-lived Assets

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

Research and Development

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

F-8

Patents

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

Purchased patents are recorded at cost and reviewed for impairment in accordance with the guidance of the ASC 360,

Income Taxes

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

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

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

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

Loss Per Share of Common Stock

Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented. The Company had total potential additional dilutive securities outstanding at September 30, 2023 and 2022 of $500,000 and $300,000, respectively.

Recent Accounting Pronouncements

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

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

F-9

 NOTE 3 – BORROWINGS

Commercial Loan

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

Payable for Patent

Notes Payable

From time to time, the Company’s subsidiary, Genvor Inc., entered into unsecured notes payable with individual investors. Only Noteholder E (below) has security in the form of a personal guarantee by the CEO and prior consultant (Note 7). The terms of these notes are listed below. Several of the notes are convertible into shares of the Company’s common stock as detailed in the following schedule.

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

(a)	Past due at September 30, 2023
(b)	Amount owed in dispute
(c)	Convertible into common stock of the subsidiary, Genvor Incorporated
(d)	Debt discount

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

The Company is currently disputing amounts claimed to be owed to two noteholders, Brent Lilienthal, and Mel Wentz, under state usury laws (See Note 6).

On September 13, 2023, the Company entered into a convertible promissory note with Barkley Capital LLC for $200,000. The note matures on March 13, 2024, and bears interest of 10%. The note is convertible into 134,000 shares of common stock at a value of $1.50 per share.

During the nine months ended September 30, 2022, $989,000 principal and $146,946 interest was converted into 2,316,147 common stock shares of the Company. One note holder had a change in settlement terms, resulting in the recognition of $5,000 loss on debt settlement in the accompanying statement of operations for the nine months ended September 30, 2022.

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

F-10

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

NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

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

Series A Preferred Stock

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

The preferred stock was issued on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), 3 shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), 3 shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), 3 shares. See Note 7.

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

As of September 30, 2023, and 2022, there were 6 and 9 shares of Series A preferred stock issued and outstanding, respectively.

Series B Preferred Stock

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

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

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

(a) Related parties

F-11

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

On September 28, 2023, as part of the Settlement Agreement with Bradley White (see Notes 6 and 7), Mr. White returned to the Company for cancellation of 502,512 shares of Series B preferred stock; however, the shares have not been canceled and are being held in treasury stock.

There were 2,060,536 issued and 1,558,024 outstanding at September 30, 2023 and 0 shares as of September 30, 2022.

Common Stock

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

On April 21, 2022, the Company issued 569 shares of common stock to an individual under a transfer and exchange agreement for a note receivable held in NBFL (see Note 3). At the transfer date, the latest sale of common stock was at $0.50, accordingly the shares were valued at $285, and the note was written off since NBFL has since dissolved.

In connection with the Merger (see Notes 1 and 8), the founding shareholders of the Company cancelled 18,144,112 shares of common stock, retaining 5%, or 1,855,888 shares of common stock, as of June 30, 2022. The cancellation is presented in the accompanying statements of changes in stockholders’ deficit within the line item “Retroactive application of recapitalization.”

During July 2022, the Company entered into a transfer and exchange agreement with an individual to issue 99,600 shares of common stock for the note receivable held in NBFL. Since NBFL had minimal assets and was dissolved during the year ended December 31, 2019, the note receivable was immediately written-off. Based on the latest SPA price per share, the stock was valued at $1.00 per share, or $99,600.

On September 8, 2022, the Company issued 100,000 shares of common stock to a prior Nexion contractor. This was regarding a claim against the predecessor management and the Company opted as a settlement to issue the common stock.

Shares Issued for Services

During the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company issued 0 and 751,500 shares of common stock, respectively, for business advisory services received, valued at $0 and $325,750, respectively.

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

On March 8, 2022, the Company issued 2,000,000 shares of common stock to each of its three directors, for a total of 6,000,000 shares issued valued at $3,000,000 (based on the latest third-party sale of common stock). The issuances are recorded in stock compensation in the accompanying consolidated statement of operations.

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

On May 27, 2022, the Company issued 500,000 shares of common stock for consulting services. Based on the latest third-party sale of common stock, this resulted in $500,000 stock-based compensation.

On September 13, 2022, the Company issued 170,000 shares of common stock to Scott Gann for services.

F-12

Stock Issued for Cash

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

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

On May 12, 2022, the Company entered into an SPA for the issuance of 25,000 shares of common stock for $25,000, or $1.00 per share.

During July 2022, the Company issued 975,000 common stock shares to the prior S-1 investors pursuant to their subscription agreements.

During July 2022, the Company issued 50,000 shares of common stock to a shareholder pursuant to a December 2021 SPA.

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

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

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

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

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

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

On July 14, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.

On July 14, 2023, the Company issued 4,665 shares of common stock for the conversion of accrued interest of $2,333.

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

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

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

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.

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

Other Stock Issuances

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

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

Stock Options and Warrants

During the year ended September 30, 2023, the Company issued 2,362,900 warrants for common stock of the Company. The issuance was for the following:

● Services - 162,900 warrants for common stock with an exercise price of $0.001, valued at $142,900

● Services by related party – 600,000 warrants for common with an exercise price of $0.001, valued at $600,000

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

● Conversion of notes payable and accrued interest – 1,400,000 warrants for common stock with an exercise price of $0.001, valued at $359,414

F-13

NOTE 5 – FEDERAL INCOME TAX

As of September 30, 2023, and 2022, the Company has net operating loss carry forwards of approximately $2,497,000 and $2,133,000, respectively, which may be available to reduce future years’ taxable income through 2043. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code.

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

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

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

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

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

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

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

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

F-14

NOTE 6 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations.

The Company is currently disputing amounts claimed to be owed to two noteholders, Brent Lilienthal, and Mel Wentz, under state usury laws (see Note 3).

Subscription Agreement and Cash Held in Escrow

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

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

Consulting Agreements

During the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company paid the former CEO $171,856 and $284,746, respectively, pursuant to a consulting agreement carried over from related party NBFL. The agreement provides for an annual salary of $150,000 which increases based on certain capital raise thresholds. At September 30, 2023 and 2022, accrued payroll owed to the CEO totaled $0 and $0, respectively, as presented in the accompanying consolidated balance sheets.

On July 24, 2020, the Company entered into a consulting agreement for business development activities, networking, negotiations, and strategic planning. The compensation pursuant to the agreement was $20,000 monthly. During the year ended September 30, 2023, and the nine months ended September 30, 2022, $0 and $144,975, respectively, was paid to the consultant. During the nine months ended September 30, 2022, the Company issued 500,000 shares of common stock, valued at $325,750, to settle the amounts owed to the consultant (Note 4).

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

Office Lease

The Company entered into a sublease agreement with the above consultant (providing business development assistance from 2019-2020) effective August 1, 2019, subject to the terms and conditions of the office lease held by the consultant at 15540 Quorum Drive #2624, Addison, Texas. On January 1, 2019, the Company adopted ASC 842 requiring this lease to be recorded as an asset and corresponding liability on its balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. A discount rate was not used in the determination of the right of use asset and liability since its effect would not be significant. The lease moved to a month-to-month basis beginning in September 2021 at $2,810 per month in addition to common area maintenance charges. During the year ended September 30, 2023, and the nine months ended September 30, 2022, we incurred $10,187 and $30,240, respectively, in office rental expenses.

Research and Development Agreement

During September 2020, the Company assumed a Cooperative Research and Development Agreement (“CRADA”) with the United States Department of Agriculture (“USDA”), Agricultural Research Service (“ARS”). Under this agreement, the Company committed to funding the remaining amount due. As of September 30, 2023, and 2022, $0 and $246,400, respectively, remained outstanding and is presented in the accompanying consolidated balance sheets as USDA CRADA liability.

F-15

Settlement Agreement

On September 28, 2023, the Company entered into a Settlement Agreement with Bradley White, former CEO and director of the Company, who was terminated on June 20, 2023. As part of the Settlement Agreement, Mr. White was to receive a total settlement of $300,000, payable in tranches of $50,000, beginning on September 28, 2023, or within seven days, and each subsequent payment on the 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. See Notes 4 and 7.

NOTE 7 – RELATED PARTY TRANSACTIONS

Consulting Agreement

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

Share Issuances to the Board of Directors

On March 8, 2022, the Company issued 2,000,000 shares of common stock to each of its three directors, for a total of 6,000,000 shares issued valued at $3,000,000 (based on the latest third-party sale of common stock). The issuances are recorded in stock compensation in the accompanying consolidated statement of operations.

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

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

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

(a) Related parties

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

Services from Related Parties

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

Receivables from Related Parties

During 2018, Robert Bubeck, former CEO, paid $3,846 of expenses on behalf of the Company. The amount due to related party at both September 30, 2023, and 2022 is $3,846 and is due on demand and non-interest bearing.

F-16

Settlement Agreement

On September 28, 2023, the Company entered into a Settlement Agreement with Bradley White, former CEO and director of the Company, who was terminated on June 20, 2023. As part of the Settlement Agreement, Mr. White was to receive a total settlement of $300,000, payable in tranches of $50,000, beginning on September 28, 2023, or within seven days and each subsequent payment on the anniversary date of the Settlement Agreement. In exchange for the settlement, Mr. White returned to the Company for cancellation of the following: 3 shares of Series A preferred stock and 502,512 shares of Series B preferred stock. See Notes 4 and 6.

NOTE 8 – MERGER WITH OLD GENVOR

On May 27, 2022, the Company, formerly known as Allure Worldwide, Inc., Merger Sub, and Old Genvor completed the Acquisition and Merger transaction (Note 1). The transaction was completed pursuant to 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 in the Merger. Immediately upon completion of the Merger, the former stockholders of Old Genvor stockholders held a majority of the common stock and voting interest of the combined company.

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

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

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

NOTE 9 – INTELLECTUAL PROPERTIES

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

NOTE 10 – SUBSEQUENT EVENTS

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

On November 1, 2023, the Company issued 20,000 shares of common stock for $20,000.

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

On November 1, 2023, the Company issued 20,000 shares of common stock for $20,000.

On November 1, 2023, the Company issued 20,000 shares of common stock for $20,000.

On November 8, 2023, the Company issued 20,000 shares of common stock for $20,000.

On November 8, 2023, the Company issued 25,000 shares of common stock for $25,000.

On November 8, 2023, the Company issued 20,000 shares of common stock for $20,000.

On November 8, 2023, the Company issued 20,000 shares of common stock for $20,000.

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

On November 13, 2023, the Company issued 20,000 shares of common stock for $20,000.

On November 21, 2023, the Company issued 250,000 warrants for common stock to Good Works Funding, Inc., which may be deemed to be beneficially owned by Judith S. Miller, a milestone on their consulting agreement.

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

On December 11, 2023, the Company issued 10,000 shares of common stock for $10,000.

On December 13, 2023, the Company issued 100,000 shares of common stock for $100,000.

On December 14, 2023, the Company issued 50,000 shares of common stock for $50,000.

On December 20, 2023, the Company issued 53,000 shares of common stock for $53,000.

On December 26, 2023, the Company issued 50,000 shares of common stock for $50,000. 

On January 8, 2024, the Company issued 8,000 shares of common stock for $8,000. 

F-17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Chad Pawlak		September 9, 2025
Chief Executive Officer and		Date
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Chad Pawlak		September 9, 2025
Chad Pawlak Chief Executive Officer, Chief Financial Officer & Director		Date
/s/ Clayton Yates		September 9, 2025
Clayton Yates		Date
Director
/s/ Jesse Jaynes		September 9, 2025
Jesse Jaynes Director		Date

F-18

FAQ

What was Genvor Inc.'s net loss for fiscal 2023 (GNVR)?

The Company reported a $1,707,481 net loss for the year ended September 30, 2023.

Does the 10-K/A state whether Genvor generated revenue in 2023?

The filing states the Company had no revenues earned for the year ended September 30, 2023.

Are there going concern disclosures in GNVR's amendment?

Yes. The filing states these matters raise substantial doubt about the Company's ability to continue as a going concern.

What convertible debt or near-term maturities are disclosed?

A note maturing March 13, 2024 bears 10% interest and is convertible into 134,000 common shares; other debt conversions totaled $989,000 principal and $146,946 interest converted into 2,316,147 common shares.

How large are the net operating loss carryforwards?

The Company reports NOL carryforwards of $2,497,000 and $2,133,000, available to reduce future taxable income through 2043.