GNVR 10-Q Quarter ended March 31, 2025

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Company Background

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

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

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

Genvor develops plant-based defense technology designed to help farmers achieve global food security.

Business Plan and Strategy

Genvor’s business strategy centers on leveraging its proprietary BioCypher Algorithm, an AI-driven peptide discovery platform, to create sustainable agricultural solutions that optimize crop performance across diverse growing conditions. The Company’s peptide technologies are designed to enhance yields, improve stress tolerance, and deliver nutrient optimization while addressing critical agricultural challenges including plant diseases, toxins, bacteria, and fungi. These innovations are designed to support farmers and growers worldwide by improving agricultural productivity, reducing chemical inputs, and enhancing economic outcomes through residue-free solutions that meet evolving regulatory requirements and consumer demands.

The Company is advancing its portfolio of engineered peptide technologies through its proprietary BioCypher Algorithm, which accelerates the discovery and validation of commercial-grade peptide solutions. Genvor’s platform supports multiple formulation approaches including foliar applications, transgenic seed traits, and seed treatment delivery systems, creating cross-crop scalability opportunities in row crops and specialty crops. The Company is leveraging its extensive peptide library of 50,000+ designed peptides to address high-value agricultural performance applications including yield enhancement, stress tolerance, nutrient use efficiency, and biological crop protection, as well as adjacent opportunities in animal health and feed optimization. Notable validation includes the Company’s transgenic corn peptide AGM182, which demonstrated 72% reduction in fungal growth and 98% reduction in aflatoxin in USDA trials.

Genvor’s commercial model employs a licensing-first strategy centered on forming strategic partnerships, joint development agreements (JDAs), and licensing arrangements that create mutual competitive advantages. The Company’s approach enables agricultural leaders to access validated peptide technology with protected market rights while leveraging partners’ regulatory expertise and commercialization capabilities. These collaborations span the innovation spectrum from research institutions for advanced testing to industry partners for field validation and market access, ensuring solutions are developed for scalable commercial success across specific crops, applications, and geographic markets. The Company’s robust intellectual property portfolio, including 2 issued U.S. patents covering antimicrobial and nutrient-enhancing peptides with 1 patent pending covering 16 novel peptides, supports this partnership-driven commercialization strategy.

Competitive Advantage

Genvor’s competitive advantage is built upon its proprietary BioCypher Algorithm, an AI-driven peptide discovery platform that combines computational biology with machine learning to accelerate peptide design while ensuring commercial viability across diverse agricultural environments. By integrating molecular modeling, predictive analytics, and regulatory benchmarks, the platform accelerates peptide discovery significantly faster than traditional R&D approaches. The Company’s technology platform targets fundamental plant mechanisms, enabling single discoveries to be transformed into multi-crop opportunities across both row crops and specialty crops.

Technical Formulation Advancement

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

Recent 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, potentially de-risking the program for partnerships and supporting the commercial advancement toward field trials and regulatory submissions.

Basis of Presentation and Principles of Consolidation

These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of Genvor Incorporated, Old Genvor and its wholly owned subsidiary NBLLC. All intercompany accounts and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on August 1, 2025.

Liquidity and Going Concern

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At March 31, 2025, the Company had cash of $641.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2025, as reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of $2,089,850. At March 31, 2025, the Company had an accumulated deficit of $25,904,499. For the six months ended March 31, 2025, the Company recognized a net loss of $5,300,234 and used cash in operating activities of $72,575, 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 sufficient 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 but such capital cannot be assured. See Note 7 for working capital raised subsequent to March 31, 2025 in a private replacement offering. Management believes that the actions presently being taken to further implement its business plan, develop its products and technologies, and generate revenues should provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds in the future, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate cash flows from financing activities or operating activities.

The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – NOTES PAYABLE

Convertible Note Payable

On September 9, 2024, the Company and an investor entered into a convertible promissory note agreement, providing for the issuance of a note in the principal amount of $20,000. The note is due on September 9, 2025 and bears interest at 10%. The principal amount is convertible into shares of common stock of the Company at a conversion price of $ 1.00 per share. In addition, the Company issued the investor a stock purchase warrant to acquire 40,000 shares of common stock of the Company at a per share price of $ 0.01 (“Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable at September 9, 2025 and until the Pre-Funded Warrants are exercised in full.

In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair value of the warrants issued to the investor was $ 40,000 . Therefore, the Company recorded debt discount of $ 13,333 related to the warrants issued to the investor, which will be amortized over the term of the note.

The convertible note payable and unamortized debt discount as of March 31, 2025 and September 30, 2024 was as follows:

For the three and six months ended March 31, 2025 and 2024, amortization of debt discount related to this convertible note payable amounted to $ 3,333 and $ 0 and $ 6,666 and $ 0 , which has been included in interest expense on the accompanying condensed consolidated statements of operations.

For the three and six months ended March 31, 2025 and 2024, interest expense on the convertible note payable amounted to approximately $ 500 and $ 0 and $ 1,000 and $ 0 ,respectively, which has been included in interest expense on the accompanying condensed consolidated statements of operations. As of March 31, 2025 and September 30, 2024, accrued interest on the convertible note payable was $ 1,117 and $ 117 , respectively.

Notes Payable and Subsequent Event

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

On May 15, 2025, the Company and Brent Lilienthal entered into a settlement agreement, pursuant to which, the Company settled $ 217,000 debt owed by issuance of 120,000 shares of common stock of the Company (see Note 7).

Mel Wentz received a default penalty of $ 10,000 each month that the note went unpaid. The Company is currently disputing the amount claimed by Mel Wentz under state usury laws. On July 14, 2024, the Company received a letter from a third-party legal counsel which stated that the loan agreement appeared to be invalid under Texas usury laws. Therefore, commencing on July 1, 2024, the monthly penalty of $ 10,000 was no longer accrued. Default penalties during the three and six months ended March 31, 2024 amounted to $ 30,000 and $ 60,000 , respectively, which have been included in the note payable balance and presented separately on the unaudited consolidated statements of operations.

Aggregate interest expense, including amortization of debt discount, related to notes payable totaled $ 3,833 and $ 481 , and $ 7,663 and $ 16,382 , respectively, for the three and six months ended March 31, 2025 and 2024, respectively. T hese late fees are in dispute and have been included in note payable on the accompanying condensed consolidated balance sheets.

Commercial Loan

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

NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

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

Series A Preferred Stock

On August 10, 2022, the Company designated 10 shares of its preferred stock as Series A Preferred Stock (“Series A”). Each share of Series A entitles the holder to ten million (10,000,000) votes on all matters submitted to a vote of the stockholders of the Corporation. When and as any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to participate in such dividend or distribution. Each Series A share is convertible, at the option of the holder, into one share of fully paid and non-assessable common stock. Upon any liquidation, dissolution, or winding-up of the Company, the Series A holders are entitled to receive out of 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 Series A 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.

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

As of March 31, 2025, and September 30, 2024, there were 6 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.

On September 28, 2023, Mr. White, our former CEO and the LASB Family Trust returned to the Company for cancellation of 502,512 shares of Series B preferred stock; however, the shares have not been canceled and are being held in treasury stock.

As of March 31, 2025 and September 30, 2024, there were 2,060,536 issued and 1,558,024 outstanding the majority of which is held by related parties.

As of March 31, 2025, and September 30, 2024, there were 2,060,536 shares of Series B preferred stock issued, respectively, the majority of which is held by related parties.

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.

During the three months ended March 31, 2025 and December 31, 2024, the Company issued 250,000 and 4,875,000 shares of its common stock to its chief executive officer for services rendered. These shares were valued at $ 62,500 and $ 4,875,000 , respectively, using the most recent common stock sales on the date of grant, and the Company recorded stock-based compensation expense of $ 62,500 and $ 4,800,000 for the three and six months ended March 31, 2025, respectively, and reduced accrued compensation by $ 137,500 that had been accrued as of September 30, 2024 related to shares of common stock that had vested for services but were not issued.

On March 9, 2024, the Company agreed to issue 210,000 shares of common stock with an estimated fair value of $1 related to the conversion of a note payable for $200,000 and accrued interest of $10,000. These shares were not issued until June 2025 (see Note 7).

Warrants (except for pre-funded)

Common stock warrant (except Pre-Fund Warrants) activity for the three and six months ended March 31, 2025 was as follows:

There is no “established trading market” for shares of the Company’s common stock at March 31, 2025. Therefore, the aggregate intrinsic value for the warrants outstanding and exercisable at March 31, 2025 are not available. However, subsequent to period end the Company sold common stock shares in a private placement offering for $.25 (see Note 7).

Pre-Funded Warrants

In connection with the issuance of a convertible note payable (see Note 3), the Company issued 40,000 pre-funded warrants with an exercise price of $ 0.01 per share exercisable until September 9, 2025. There was no activity related to pre-funded warrants during the six months ended March 31, 2025.

NOTE 5 – RELATED PARTY TRANSACTIONS

Accrued Compensation

The Company has employment agreements with its CEO and two scientific advisors (see Note 6).

Effective January 1, 2025, an amendment to the CEO’s employment agreement executed and amended 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-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company.

Effective January 1, 2025, the scientific advisors aggregate monthly compensation was increased to $ 17,500 from $ 10,000 .

Any accrued compensation amounts earn interest at 8 %. The CEO and scientific advisors can convert any accrued compensation into shares of common stock at a conversion rate equal to the fair market value on the date of conversion (see Note 7).

As of March 31, 2025 and September 30, 2024, the Company owed its former chief business officer and interim chief financial officer, Judith Miller, $ 38,904 primarily from accrued compensation.

As of March 31, 2025 and September 30, 2024, accrued compensation and related expenses owed to these individuals totaled $ 696,926 and $ 466,404 , respectively.

Advances from Related Parties

The Company’s CEO and scientific advisors make working capital advances as needed which bear interest at 8 % per annum and are short-term in nature, unsecured and repayable on demand. During the six months ended March 31, 2025 and 2024, the Company received $ 72,843 and $ 7,969 of advances from these related parties. As of March 31, 2025 and September 30, 2024, advances owed to the CEO and scientific advisors totaled $ 86,059 and $ 13,216 , respectively.

As of both March 31, 2025 and September 30, 2024, the Company owed, its former CEO, $ 3,846 for expenses paid on behalf of the Company.

As of March 31, 2025 and September 30, 2024, advances from related parties totaled $ 89,905 and $ 17,062 , respectively, as presented on the condensed consolidated balance sheets.

Accrued Interest

The accrued compensation and advances received from the CEO and two scientific advisors, collectively referred to as the “employees” bear interest at 8 %. As of March 31, 2025 and September 30, 2024, accrued interest due these employees was $ 28,747 and $ 9,701 , which is included in accrued interest on the unaudited condensed consolidated balance sheets. During the three and six months ended March 31, 2025, interest expense amounted to $ 11,956 and $ 19,060 , respectively, which is included in interest expense on the condensed unaudited consolidated statements of operations. During the three and six months ended March 31, 2024, interest expense was not significant.

Settlement

On September 28, 2023, the Company entered into a settlement agreement with Mr. White, a 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 the following: 3 shares of Series A preferred stock and 502,512 shares of Series B preferred stock. As of both March 31, 2025 and September 30, 2024, the Company still owed Bradley White $ 50,000 , which has been included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. The outstanding balance of $ 50,000 was fully repaid subsequent to March 31, 2025 pursuant to a settlement agreement.

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 except as noted.

The Company is currently disputing amounts claimed to be owed to a noteholder, Mel Wentz, under state usury laws (see Note 3).

On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company. The Company and Mr. Kimbrough have settled the claims in dispute and are working to effect the settlement terms before dismissal.

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

On October 13, 2024, Judith Miller sent the Company a letter demanding payment for amounts she claimed she was owed under her prior employment agreement with the Company. The Company disputes the allegations in the letter and intends to defend itself as necessary.

Employment Agreements

On January 17, 2024, Ms. Miller resigned as the Company’s Interim Chief Executive Officer and was appointed as a member of the Company’s Board of Directors, as the Chief Business Officer of the Company, and as the Interim Chief Financial Officer of the Company. Pursuant to the Miller Employment Agreement, which superseded Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller acted as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement was terminated in accordance with its terms, and Ms. Miller was to be compensated as follows: (i) a base salary of $180,000 per year; (ii) 25,000 shares of Company common stock per month for a period of one year; (iii) 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) 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. This agreement was terminated in May 2024 (see Note 5 for amounts owed and outstanding under this agreement).

On January 17, 2024, the Company executed an 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 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.

On January 17, 2024, the Company executed an advisor 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.

On January 17, 2024, the Company appointed Chad Pawlak as Chief Executive Officer of 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, provided 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 treentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the discretion of the compensation committee of the Board, provided that such bonus for the first year of employment shall be earned for the completion of formuating plant disease, for any of the identified spectrums of crops that are targeted by the Company (the “ First Milestone ”), 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, 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, 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 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 executed and amended 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-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company.

Refer to Note 5 for disclosure of amounts outstanding and due under these employment agreements as of March 31, 2025.

NOTE 7 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Common Stock Sold for Cash

During the period from April 1, 2025 through the date of this filing the Company sold an aggregate of 2,000,000 shares of its common stock at a price of $ 0.25 per share to investors and received proceeds of $ 500,000 .

Common Stock Issued for Services

On June 30, 2025, the Company issued 250,000 fully vested shares of common stock with an estimated fair value of $ 62,500 based on recent sales of common stock to its CEO for services rendered from April – June 2025.

On August 6, 2025, the Company issued 20,000 fully vested shares of common stock with an estimated fair value of $ 5,000 based on recent sales of common stock pursuant to a scientific advisory employment agreement.

Common Stock Issued for Accounts Payable Settlements and Note Payable Conversion

In April, May, and August 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 the settlement of $59,248 of outstanding accounts payable balances. The settlement resulted in a net gain of approximately $16,459.

In May 2025, Brent Lilienthal converted his note with the principal amount of $ 217,000 into 120,000 shares of common stock with an estimated fair value of $ 30,000 based on recent sales of common stock (see Note 3). The conversion resulted in a gain of approximately $ 187,000 .

Common Stock Issued for Accrued Compensation Converted

In May 2025, the Company issued 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. The conversion ratio of $.25 was based on recent stock sales and therefore no gain or loss was recorded on this conversion.

Common Stock Issued for Warrant Exercise

In April 2025, the Company issued 500,000 shares of its common stock upon exercise of warrants with an exercise price of $ .001 and received proceeds of $ 500 .

I ssuance of Common Stock

In May and June 2025, the Company issued 310,000 shares of common stock for the conversion of $ 220,000 of principal and accrued interest that occurred during the fiscal year ended September 30, 2024 for which the shares had not been issued.

Settlement of Accrued Liability

On June 11, 2025, the Company executed a release and settlement agreement with our former CEO, Bradley White. Pursuant to the settlement agreement, the Company agreed to pay $ 55,000 for the settlement of all amounts outstanding with this individual (see Note 5).