Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2023 | Feb. 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 000-56589 | |
Entity Registrant Name | GENVOR INCORPORATED | |
Entity Central Index Key | 0001792941 | |
Entity Tax Identification Number | 83-2054746 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 201 S. Elliott Road | |
Entity Address, Address Line Two | Suite 538 | |
Entity Address, City or Town | Chapel Hill | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27514 | |
City Area Code | (984) | |
Local Phone Number | 261-7338 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,089,786 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Current assets: | ||
Cash | $ 207,635 | $ 44,354 |
Prepaid expenses | 17,500 | 21,975 |
Other current assets | ||
Total current assets | 225,135 | 66,329 |
Fixed assets, net | 15,276 | 15,734 |
Total assets | 240,411 | 82,063 |
Current liabilities: | ||
Convertible notes payable | 1,017,000 | 1,319,500 |
Accounts payable and accrued expenses | 317,388 | 388,809 |
SBA loan | 48,750 | 48,750 |
Total current liabilities | 1,433,653 | 1,787,059 |
Total liabilities | 1,433,653 | 1,787,059 |
Commitments and contingencies (Note 6) | ||
Stockholders’ deficit: | ||
Common stock, $0.001 par value, 300,000,000 shares authorized, 19,835,536 and 19,061,936 shares issued, issuable and outstanding as of December 31, 2023 and September 30, 2023, respectively | 19,836 | 19,062 |
Treasury stock, 502,512 shares of series B preferred stock at December 31, 2023 and September 30, 2023 | (300,000) | (300,000) |
Additional paid-in capital | 18,155,595 | 16,293,188 |
Accumulated deficit | (19,070,734) | (17,719,307) |
Total stockholders’ deficit | (1,193,242) | (1,704,996) |
Total liabilities and stockholders’ deficit | 240,411 | 82,063 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | 2,061 | 2,061 |
Related Party [Member] | ||
Current liabilities: | ||
Due to related party | $ 50,515 | $ 30,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 19,835,536 | 19,061,936 |
Common stock, shares outstanding | 19,835,536 | 19,061,936 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10 | 10 |
Preferred stock, shares issued | 6 | 9 |
Preferred stock, shares outstanding | 6 | 9 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 2,060,536 | 2,060,536 |
Preferred stock, shares outstanding | 1,558,024 | 1,558,024 |
Treasury Stock, Preferred, Shares | 502,512 | 502,512 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Professional fees | 267,586 | 6,804 |
Payroll related expenses | 37,500 | |
Stock-based compensation | 907,100 | |
Depreciation expense | 458 | 458 |
Other general and administrative expenses | 129,932 | 68,900 |
Total operating expenses | 1,305,076 | 113,662 |
Operating loss | (1,305,076) | (113,662) |
Other income (expense) | ||
Interest expense | (16,351) | (5,846) |
Penalties | (30,000) | (30,000) |
Amortization of debt discount | (30,111) | |
Total other income (expense), net | (46,351) | (65,957) |
Net loss | $ (1,351,427) | $ (179,619) |
Basic net loss per common share | $ (0.07) | $ (0.01) |
Diluted net loss per common share | $ (0.07) | $ (0.01) |
Basic weighted average common shares outstanding | 19,417,421 | 22,471,749 |
Diluted weighted average common shares outstanding | 19,417,421 | 22,471,749 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 30, 2022 | $ 38,678 | $ 14,608,815 | $ (16,041,937) | $ (1,394,444) | |||
Balance, shares at Sep. 30, 2022 | 9 | 38,678,155 | |||||
Conversion of common stock into series B preferred stock | $ 2,061 | $ (20,605) | 18,544 | ||||
Conversion of common stock into Series B preferred stock, shares | 2,060,536 | (20,605,334) | |||||
Sale of common stock | $ 300 | 149,700 | 150,000 | ||||
Sale of common stock, shares | 300,000 | ||||||
Net loss | (179,619) | (179,619) | |||||
Balance at Dec. 31, 2022 | $ 2,061 | $ 18,373 | 14,777,059 | (16,221,556) | (1,424,063) | ||
Balance, shares at Dec. 31, 2022 | 9 | 2,060,536 | 18,372,821 | ||||
Balance at Sep. 30, 2022 | $ 38,678 | 14,608,815 | (16,041,937) | (1,394,444) | |||
Balance, shares at Sep. 30, 2022 | 9 | 38,678,155 | |||||
Balance at Sep. 30, 2023 | $ 2,061 | $ 19,062 | (300,000) | 16,293,188 | (17,719,307) | (1,704,996) | |
Balance, shares at Sep. 30, 2023 | 6 | 1,558,024 | 19,061,936 | ||||
Sale of common stock | $ 624 | 577,976 | 578,600 | ||||
Sale of common stock, shares | 623,600 | ||||||
Net loss | (1,351,427) | (1,351,427) | |||||
Issuance of common stock erroneously omitted from prior year | 50 | (50) | |||||
Issuance of common stock erroneously omitted from prior year, shares | 50,000 | ||||||
Double issuance of common stock | $ 60 | (60) | |||||
Double issuance of common stock, shares | 60,000 | ||||||
Issuance of warrants for services | 907,100 | 907,100 | |||||
Issuance of warrants for conversion of note payable | 329,418 | 329,418 | |||||
Issuance of common stock for conversion of note payable | $ 40 | 48,023 | 48,023 | ||||
Issuance of common stock for conversion of note payable, shares | 40,000 | ||||||
Balance at Dec. 31, 2023 | $ 2,061 | $ 19,836 | $ (300,000) | $ 18,155,595 | $ (19,070,734) | $ (1,193,242) | |
Balance, shares at Dec. 31, 2023 | 6 | 1,558,024 | 19,835,536 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,351,427) | $ (179,619) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 458 | 458 |
Stock-based compensation | 907,100 | |
Late fee capitalized into notes payable | 30,000 | |
Beneficial conversion feature | 30,111 | |
Changes in assets and liabilities: | ||
Prepaid expenses | 4,475 | |
Other current assets | (13,398) | |
Accounts payable and accrued expenses | (26,440) | (1,075) |
Due to related party | 20,515 | |
USDA CRADA liability | (246,400) | |
Net cash used in operating activities | (415,319) | (409,923) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 50,000 | |
Proceeds from sale of common stock | 578,600 | 150,000 |
Net cash provided by financing activities | 578,600 | 200,000 |
Net increase (decrease) in cash | 163,281 | (209,923) |
Cash at beginning of period | 44,354 | 296,386 |
Cash at end of period | 207,635 | 86,463 |
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Conversion of notes payable into warrants | 300,000 | |
Conversion of note payable into common stock | $ 48,063 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | 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 condensed 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 which 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 accompanying unaudited condensed consolidated financial information as of and for the three months ended December 31, 2023, and 2022 has been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three months ended December 31, 2023, are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, as filed with the SEC. Principles of Consolidation The condensed 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 condensed consolidated financial statements included herein, presented in accordance with U.S. 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. Liquidity and Going Concern 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 December 31, 2023, the Company had an accumulated deficit of $ 19,070,734 1,351,427 415,319 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent 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 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 The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At December 31, 2023, the Company’s cash balances were not in excess of federally insured limits. Fixed Assets Furniture and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, approximately seven years. Expenditures for minor enhancements and maintenance are expensed as incurred. 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 U.S. 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 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 Presentation of Financial Statements 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 three months ended December 31, 2023, and 2022, the Company had $ 0 0 Patents Any patent costs for internally developed patents will be expensed as incurred. Costs to maintain and defend patents are recorded as administrative expenses in the statement of operations. Purchased patents are recorded at cost and reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment Presentation of Financial Statements Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes Deferred tax assets and liabilities are 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 December 31, 2023. 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 three months ended December 31, 2023. 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 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. 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 December 31, 2023 and 2022 of $ 500,000 665,000 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
BORROWINGS
BORROWINGS | 3 Months Ended |
Dec. 31, 2023 | |
Broker-Dealer [Abstract] | |
BORROWINGS | 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 1 Payable for Patent Notes Payable From time to time, the Company’s subsidiary, Old Genvor, 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 6). The terms of these notes are listed below. Several of the notes are convertible into shares of the Company’s common stock as detailed in the following schedule. SCHEDULE OF CONVERTIBLE 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) 3/19/2019 4/29/2019 0 % 600,000 N/A Barkley Capital LLC 9/13/2023 3/13/2024 10 % 200,000 134,000 $ 1,017,000 134,000 (a) Past due at December 31, 2023 (b) In dispute (c) Convertible into common stock of the subsidiary, Old Genvor The notes do not have default provisions except for Mel Wentz receives a default penalty of $ 10,000 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 March 13, 2024 10 134,000 1.50 On November 11, 2023, John Hare converted the $ 300,000 300,000 0.001 On December 15, 2023, R. Kirk Huntsman converted the $ 32,500 40,000 During the year ended September 30, 2023, $ 76,325 principal 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. Interest expense totaled $ 41,851 35,846 30,000 30,000 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 4 – STOCKHOLDERS’ DEFICIT Preferred Stock The authorized preferred stock of the Company consists of 20,000,000 0.001 Series A Preferred Stock On August 10, 2022, the Company designated 10 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. Each Series A share is convertible, at the option of the holder, into one share of fully paid and non-assessable common stock. The preferred stock was issued on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), 3 3 3 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 As of December 31, 2023, and September 30, 2023, there were 6 9 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 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 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 CONVERTED SHARES OF COMMON STOCK Name Common 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 20,605,334 2,060,536 (a) Related parties 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 As of December 31, 2023, and September 30, 2023, there were 1,558,024 1,558,024 Common Stock The authorized common stock of the Company consists of 300,000,000 0.001 On April 21, 2022, the Company issued 569 0.50 285 In connection with the Merger (see Notes 1 and 8), the founding shareholders of the Company cancelled 18,144,112 1,855,888 During July 2022, the Company entered into a transfer and exchange agreement with an individual to issue 99,600 1.00 99,600 On September 8, 2022, the Company issued 100,000 Shares Issued for Services During the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company issued 0 751,500 0 325,750 On February 18, 2022, the Company issued 20,000 10,000 5,000 2,500 On March 8, 2022, the Company issued 2,000,000 6,000,000 3,000,000 During April 2022, the Company issued 5,000 2,500 On May 27, 2022, the Company issued 500,000 500,000 On September 13, 2022, the Company issued 170,000 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 0.40 0.50 570,005 During January and February 2022, the Company entered into six SPAs for the issuance of a total of 280,000 0.50 140,000 On May 12, 2022, the Company entered into an SPA for the issuance of 25,000 25,000 1.00 During July 2022, the Company issued 975,000 During July 2022, the Company issued 50,000 On November 17, 2022, the Company issued 300,000 150,000 On May 3, 2023, the Company issued 100,000 50,000 On May 12, 2023, the Company issued 15,000 15,000 On May 29, 2023, the Company issued 10,000 10,000 On July 12, 2023, the Company issued 20,000 10,000 On July 13, 2023, the Company issued 20,000 10,000 On July 14, 2023, the Company issued 50,000 25,000 On July 17, 2023, the Company issued 25,000 10,000 On August 25, 2023, the Company issued 50,000 25,000 On September 16, 2023, the Company issued 75,000 25,000 On September 19, 2023, the Company issued 20,000 20,000 On November 1, 2023, the Company issued 50,000 50,000 On November 1, 2023, the Company issued 20,000 20,000 On November 1, 2023, the Company issued 20,000 20,000 On November 6, 2023, the Company issued 20,000 20,000 On November 8, 2023, the Company issued 25,000 25,000 On November 8, 2023, the Company issued 20,000 20,000 On November 8, 2023, the Company issued 20,000 20,000 On November 8, 2023, the Company issued 20,000 20,000 On November 10, 2023, the Company issued 25,600 25,600 On November 13, 2023, the Company issued 20,000 20,000 On November 14, 2023, the Company issued 25,000 25,000 On December 8, 2023, the Company issued 50,000 50,000 On December 11, 2023, the Company issued 10,000 10,000 On December 13, 2023, the Company issued 100,000 100,000 On December 14, 2023, the Company issued 50,000 50,000 On December 20, 2023, the Company issued 53,000 53,000 On December 26, 2023, the Company issued 50,000 50,000 Other Stock Issuances On June 14, 2023, the Company issued 25,000 12,500 On July 1, 2023, the Company issued 29,665 14,833 On October 16, 2023, the Company issued 50,000 12,500 On October 19, 2023, the Company issued 60,000 On December 15, 2023, the Company issued 40,000 32,500 Stock Options and Warrants During the year ended September 30, 2023, the Company issued 2,362,900 ● Services - 162,900 0.001 142,900 ● Services by related party – 600,000 0.001 600,000 ● Settlement of debt – 200,000 0.001 200,000 ● Conversion of notes payable and accrued interest – 1,400,000 0.001 359,414 During the three months ended December 31, 2023, the Company issued 1,192,800 ● Services – 392,800 0.001 392,800 ● Services by a related party – 500,000 0.001 500,000 ● Conversion of notes payable – 300,000 0.001 343,718 |
FEDERAL INCOME TAX
FEDERAL INCOME TAX | 3 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
FEDERAL INCOME TAX | NOTE 5 – FEDERAL INCOME TAX No provision for federal, state or foreign income taxes has been recorded for the three months ended December 31, 2023, and 2022. The Company has incurred net operating losses for all of the periods presented and has not reflected any benefit of such net operating loss carryforwards in the accompanying condensed financial statements due to uncertainty around utilizing these tax attributes within their respective carryforward periods. The Company has recorded a full valuation allowance against all of its deferred tax assets as it is not more likely than not that such assets will be realized in the near future. The Company’s policy is to recognize interest expense and penalties related to income tax matters as income tax expense. For the three months ended December 31, 2023, and 2022, the Company has not recognized any interest or penalties related to income taxes. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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 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 Consulting Agreements 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 three months ended December 31, 2023, Ms. Miller earned $ 60,000 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 condensed consolidated 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 0 8,430 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. 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 50,000 3 502,512 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 three months ended December 31, 2023, Ms. Miller earned $ 60,000 For the three months ended December 31, 2023, Ms. Miller was owed $ 46,669 Share Issuances to the Board of Directors On March 8, 2022, the Company issued 2,000,000 6,000,000 3,000,000 The Company issued Series A preferred stock on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), 3 3 3 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 RELATED PARTIES CONVERTED SHARES OF COMMON STOCK Name Common 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 20,605,334 2,060,536 (a) Related parties On September 28, 2023, as part of the Settlement Agreement, Bradley White returned for cancellation 3 502,512 Receivables from Related Parties and Share Issuances to Related Parties During 2018, Robert Bubeck, former CEO, paid $ 3,846 3,846 On December 30, 2023, the Company issued Robert Bubeck 50,000 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 50,000 3 502,512 |
MERGER WITH OLD GENVOR
MERGER WITH OLD GENVOR | 3 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
MERGER WITH OLD GENVOR | 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 5 1,855,888 5 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 10,000 150,000 |
INTELLECTUAL PROPERTIES
INTELLECTUAL PROPERTIES | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTIES | 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from the condensed consolidated balance sheet through the date of this filing and determined there were no events to disclose except the following. On January 5, 2024, the Company issued 6,250 25,000 4.00 On January 8, 2024, the Company issued 8,000 8,000 On January 16, 2024, the Company issued 25,000 25,000 On January 16, 2024, the Company issued 115,000 115,000 On January 16, 2024, the Company issued 25,000 25,000 On January 17, 2024, the Company issued 100,000 100,000 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 supersedes Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller will act as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement is terminated in accordance with its terms, and Ms. Miller will be compensated as follows: (i) Ms. Miller will receive a base salary of $180,000 per year; (ii) Ms. Miller will be issued 25,000 shares of Company common stock per month for a period of one year; (iii) Ms. Miller will receive an additional equity award of 250,000 shares of Company common stock upon the Company receiving the results of the scientific studies conducted by Southern Gardens/US Sugar for further use by the Company; (iv) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising each tranche $1,000,000 up to an aggregate of $10,000,000; (v) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising $2,500,000; (vi) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $6,000,000, and (vii) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $10,000,000. 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; (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; (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 was appointed 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 First Milestone 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 as of January 17, 2024, the Company entered into (i) indemnification agreements with each of its officers and directors, Mr. Pawlak, Ms. Miller, Dr. Jaynes and Dr. Yates (the “Indemnification Agreements”), (ii) an employment agreement with Mr. Pawlak (the “Pawlak Employment Agreement”), (iii) an employment agreement with Ms. Miller (the “Miller Employment Agreement”), (iv) a science advisor agreement with Dr. Jaynes (the “Jaynes Advisor Agreement”), and (v) a science advisor agreement with Dr. Yates (the “Yates Advisor Agreement”). On January 17, 2024, the Company issued 50,000 50,000 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent 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 | Cash Flow Reporting The Company follows Accounting Standards Codification (“ASC 230”), Statement of Cash Flows |
Cash | 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 The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At December 31, 2023, the Company’s cash balances were not in excess of federally insured limits. |
Fixed Assets | Fixed Assets Furniture and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, approximately seven years. Expenditures for minor enhancements and maintenance are expensed as incurred. |
Fair Value of Financial Instruments | 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 U.S. 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 | 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 |
Long-lived Assets | 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 Presentation of Financial Statements |
Research and Development | 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 three months ended December 31, 2023, and 2022, the Company had $ 0 0 |
Patents | Patents Any patent costs for internally developed patents will be expensed as incurred. Costs to maintain and defend patents are recorded as administrative expenses in the statement of operations. Purchased patents are recorded at cost and reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment Presentation of Financial Statements |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes 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 December 31, 2023. 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 three months ended December 31, 2023. |
Stock-Based Compensation | 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 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. |
Loss Per Share of Common Stock | 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 December 31, 2023 and 2022 of $ 500,000 665,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
BORROWINGS (Tables)
BORROWINGS (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Broker-Dealer [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | SCHEDULE OF CONVERTIBLE 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) 3/19/2019 4/29/2019 0 % 600,000 N/A Barkley Capital LLC 9/13/2023 3/13/2024 10 % 200,000 134,000 $ 1,017,000 134,000 (a) Past due at December 31, 2023 (b) In dispute (c) Convertible into common stock of the subsidiary, Old Genvor |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF CONVERTED SHARES OF COMMON STOCK | 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 CONVERTED SHARES OF COMMON STOCK Name Common 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 20,605,334 2,060,536 (a) Related parties |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTIES CONVERTED SHARES OF COMMON STOCK | 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 RELATED PARTIES CONVERTED SHARES OF COMMON STOCK Name Common 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 20,605,334 2,060,536 (a) Related parties |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ 19,070,734 | $ 17,719,307 | |
Net loss | 1,351,427 | ||
Cash used in operating activities | $ 415,319 | $ 409,923 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash FDIC insured amount | $ 250,000 | |
Research and development expenses | ||
Additional dilutive securities outstanding | $ 500,000 | $ 665,000 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | |||
Sep. 13, 2023 | Dec. 31, 2023 | |||
Short-Term Debt [Line Items] | ||||
Loan Balance | $ 1,017,000 | |||
Number of shares the notesis convertible into shares | [1] | 134,000 | ||
Brent Lilienthal [Member] | ||||
Short-Term Debt [Line Items] | ||||
Origination | [2],[3] | 2019 | ||
Maturity date | [2],[3] | Dec. 31, 2021 | ||
Interest rate | [2],[3] | 0% | ||
Loan Balance | [2],[3] | $ 217,000 | ||
Mel Wentz [Member] | ||||
Short-Term Debt [Line Items] | ||||
Origination | [2],[3] | 3/19/2019 | ||
Maturity date | [2],[3] | Apr. 29, 2019 | ||
Interest rate | [2],[3] | 0% | ||
Loan Balance | [2],[3] | $ 600,000 | ||
Barkley Capital LLC Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Origination | 9/13/2023 | |||
Maturity date | Mar. 13, 2024 | Mar. 13, 2024 | ||
Interest rate | 10% | |||
Loan Balance | $ 200,000 | |||
Number of shares the notesis convertible into shares | 134,000 | 134,000 | [1] | |
[1]Convertible into common stock of the subsidiary, Old Genvor[2]In dispute[3]Past due at December 31, 2023 |
BORROWINGS (Details Narrative)
BORROWINGS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 15, 2023 | Nov. 11, 2023 | Sep. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Apr. 09, 2020 | |||
Short-Term Debt [Line Items] | |||||||||
Note convertible into shares of common stock | [1] | 134,000 | |||||||
Interest expense | $ 41,851 | $ 35,846 | |||||||
Late fees | $ 30,000 | $ 30,000 | |||||||
Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible promissory note amount | $ 76,325 | ||||||||
Note convertible into shares of common stock | 122,115 | ||||||||
Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible promissory note amount | $ 350,000 | ||||||||
Note convertible into shares of common stock | 1,400,000 | ||||||||
Exercise price of warrants | $ 0.001 | $ 0.001 | |||||||
Interest Payable, Current | $ 4,114 | ||||||||
John Hare [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Note convertible into shares of common stock | 300,000 | ||||||||
Notes payable | $ 300,000 | ||||||||
Exercise price of warrants | $ 0.001 | ||||||||
R. Kirk Huntsman [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Note convertible into shares of common stock | 40,000 | ||||||||
Notes payable | $ 32,500 | ||||||||
Paycheck Protection Program [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible promissory note amount | $ 48,750 | ||||||||
Interest rate | 1% | ||||||||
Mel Wentz [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Default penalty | $ 10,000 | ||||||||
Debt instrument maturity date | [2],[3] | Apr. 29, 2019 | |||||||
Barkley Capital LLC Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible promissory note amount | $ 200,000 | ||||||||
Interest rate | 10% | ||||||||
Debt instrument maturity date | Mar. 13, 2024 | Mar. 13, 2024 | |||||||
Note convertible into shares of common stock | 134,000 | 134,000 | [1] | ||||||
Convertible, Conversion Price | $ 1.50 | ||||||||
[1]Convertible into common stock of the subsidiary, Old Genvor[2]In dispute[3]Past due at December 31, 2023 |
SCHEDULE OF CONVERTED SHARES OF
SCHEDULE OF CONVERTED SHARES OF COMMON STOCK (Details) - Series B Preferred Stock [Member] | Oct. 19, 2022 shares | |
Class of Stock [Line Items] | ||
Common Shares Exchanged | 20,605,334 | |
Series B Issued | 2,060,536 | |
Jaynes Investment LLC [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 2,000,000 | [1] |
Series B Issued | 200,000 | [2] |
ACT Holdings LLC [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 7,312,612 | [2] |
Series B Issued | 731,262 | [2] |
LASB Family Trust [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 3,800,112 | [2] |
Series B Issued | 380,012 | [2] |
Jesse Michael Jaynes [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 4,767,611 | [2] |
Series B Issued | 476,762 | [2] |
Bradley White [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 1,225,000 | [2] |
Series B Issued | 122,500 | [2] |
PJ Advisory Group [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 1,500,000 | |
Series B Issued | 150,000 | |
[1]Related parties[2]Related parties |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Dec. 26, 2023 | Dec. 20, 2023 | Dec. 15, 2023 | Dec. 14, 2023 | Dec. 13, 2023 | Dec. 11, 2023 | Dec. 08, 2023 | Nov. 14, 2023 | Nov. 13, 2023 | Nov. 10, 2023 | Nov. 08, 2023 | Nov. 06, 2023 | Nov. 01, 2023 | Oct. 19, 2023 | Oct. 16, 2023 | Sep. 28, 2023 | Sep. 19, 2023 | Sep. 16, 2023 | Aug. 25, 2023 | Jul. 17, 2023 | Jul. 14, 2023 | Jul. 13, 2023 | Jul. 12, 2023 | Jul. 01, 2023 | Jun. 14, 2023 | May 29, 2023 | May 12, 2023 | May 03, 2023 | Nov. 17, 2022 | Oct. 19, 2022 | Sep. 13, 2022 | Sep. 08, 2022 | Aug. 10, 2022 | May 27, 2022 | May 12, 2022 | Apr. 21, 2022 | Mar. 08, 2022 | Feb. 18, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Feb. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2023 | Aug. 16, 2022 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock share issued to individual | 569 | |||||||||||||||||||||||||||||||||||||||||||||||
Share issued price per share | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock share issued value to individual | $ 285 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock cancel | 18,144,112 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares retaining | 1,855,888 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 170,000 | 500,000 | 5,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services value | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to debt holder | 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to debt holder, value | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation, value | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 578,600 | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 40,000 | 29,665 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock | $ 32,500 | $ 14,833 | $ 12,500 | $ 48,023 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 60,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 1,192,800 | 2,362,900 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 392,800 | 162,900 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services value | $ 392,800 | $ 142,900 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 300,000 | 1,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock | $ 343,718 | $ 359,414 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued for settlement of debt | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued for settlement of debt, value | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Business Advisory Services [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 751,500 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services value | $ 325,750 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Nexion Contractor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 50,000 | 53,000 | 50,000 | 100,000 | 10,000 | 50,000 | 25,000 | 20,000 | 25,600 | 25,000 | 20,000 | 50,000 | 20,000 | 75,000 | 50,000 | 25,000 | 50,000 | 20,000 | 20,000 | 10,000 | 15,000 | 100,000 | 300,000 | |||||||||||||||||||||||||
Shares issued for services | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services value | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 50,000 | $ 53,000 | $ 50,000 | $ 100,000 | $ 10,000 | $ 50,000 | $ 25,000 | $ 20,000 | $ 25,600 | $ 25,000 | $ 20,000 | $ 50,000 | $ 20,000 | $ 25,000 | $ 25,000 | $ 10,000 | $ 25,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 15,000 | $ 50,000 | $ 150,000 | |||||||||||||||||||||||||
Investor One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 20,000 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Investor Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 20,000 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Investor Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Related Party [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 500,000 | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services value | $ 500,000 | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||
Transfer And Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock share issued to individual | 99,600 | |||||||||||||||||||||||||||||||||||||||||||||||
Share issued price per share | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock share issued value to individual | $ 99,600 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 25,000 | 280,000 | 1,475,020 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock price | $ 1 | $ 0.50 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 25,000 | $ 140,000 | $ 570,005 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Subscription Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 975,000 | |||||||||||||||||||||||||||||||||||||||||||||||
December 2021 SPA [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Bradley White [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Dr. Clayton Yates [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Dr. Jesse Jaynes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Director One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Director Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Director Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Three Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services value | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10 | 10 | ||||||||||||||||||||||||||||||||||||||||||||||
Designation authorized shares | 10 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of votes | 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. | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion share description | Each Series A share is convertible, at the option of the holder, into one share of fully paid and non-assessable common stock. | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 6 | 9 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 6 | 9 | ||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares returned | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Bradley White [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Dr. Clayton Yates [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Dr. Jesse Jaynes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of votes | Each share of Series B shall have 10 votes on all matters submitted to a vote of the stockholders of the Company. | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion share description | Each share of Series B is convertible into 10 shares of common stock of the Company. | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 2,060,536 | 2,060,536 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,558,024 | 1,558,024 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,558,024 | 1,558,024 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,558,024 | 1,558,024 | ||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares returned | 502,512 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 28, 2023 | Oct. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 28, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Assets held in trust | $ 19,705 | $ 19,705 | |||||
Rent expense | $ 2,810 | $ 0 | $ 8,430 | ||||
Investor [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Number of shares issued | 975,000 | ||||||
Ms. Miller [Member] | Consulting Agreements [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Amount earned | $ 60,000 | ||||||
Bradley White [Member] | Settlement Agreement [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Settlement received | $ 300,000 | ||||||
Bradley White [Member] | Settlement Agreement [Member] | Series A Preferred Stock [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Number of cancellation of shares | 3 | 3 | |||||
Bradley White [Member] | Settlement Agreement [Member] | Series B Preferred Stock [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Number of cancellation of shares | 502,512 | 502,512 | |||||
Bradley White [Member] | Settlement Agreement [Member] | Tranches [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Settlement received | $ 50,000 |
SCHEDULE OF RELATED PARTIES CON
SCHEDULE OF RELATED PARTIES CONVERTED SHARES OF COMMON STOCK (Details) - Series B Preferred Stock [Member] | Oct. 19, 2022 shares | |
Related Party Transaction [Line Items] | ||
Common Shares Exchanged | 20,605,334 | |
Series B Issued | 2,060,536 | |
Jaynes Investment LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Common Shares Exchanged | 2,000,000 | [1] |
Series B Issued | 200,000 | [2] |
ACT Holdings LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Common Shares Exchanged | 7,312,612 | [2] |
Series B Issued | 731,262 | [2] |
LASB Family Trust [Member] | ||
Related Party Transaction [Line Items] | ||
Common Shares Exchanged | 3,800,112 | [2] |
Series B Issued | 380,012 | [2] |
Jesse Michael Jaynes [Member] | ||
Related Party Transaction [Line Items] | ||
Common Shares Exchanged | 4,767,611 | [2] |
Series B Issued | 476,762 | [2] |
Bradley White [Member] | ||
Related Party Transaction [Line Items] | ||
Common Shares Exchanged | 1,225,000 | [2] |
Series B Issued | 122,500 | [2] |
PJ Advisory Group [Member] | ||
Related Party Transaction [Line Items] | ||
Common Shares Exchanged | 1,500,000 | |
Series B Issued | 150,000 | |
[1]Related parties[2]Related parties |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Sep. 28, 2023 | Sep. 13, 2022 | May 27, 2022 | Mar. 08, 2022 | Apr. 30, 2022 | Dec. 31, 2023 | Sep. 28, 2024 | Dec. 30, 2023 | Sep. 30, 2023 | Aug. 16, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Shares issued for services | 170,000 | 500,000 | 5,000 | |||||||
Shares issued for services, value | $ 2,500 | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related party | $ 50,515 | $ 30,000 | ||||||||
Robert Bubeck [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 6 | 9 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 2,060,536 | 2,060,536 | ||||||||
Director One [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued for services | 2,000,000 | |||||||||
Director Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued for services | 2,000,000 | |||||||||
Director Three [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued for services | 2,000,000 | |||||||||
Three Directors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued for services | 6,000,000 | |||||||||
Shares issued for services, value | $ 3,000,000 | |||||||||
Bradley White [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 3 | |||||||||
Bradley White [Member] | Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 3 | |||||||||
Dr. Clayton Yates [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 3 | |||||||||
Dr. Clayton Yates [Member] | Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 3 | |||||||||
Dr. Jesse Jaynes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 3 | |||||||||
Dr. Jesse Jaynes [Member] | Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 3 | |||||||||
Chief Executive Officer [Member] | Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related party | $ 3,846 | $ 3,846 | ||||||||
Executive Consulting Agreement [Member] | Ms. Miller [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Premiums earned | 60,000 | |||||||||
Accrued compensation and unreimbursed expenses | $ 46,669 | |||||||||
Settlement Agreement [Member] | Bradley White [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Settlement received | $ 300,000 | |||||||||
Settlement Agreement [Member] | Bradley White [Member] | Tranches [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Settlement received | $ 50,000 | |||||||||
Settlement Agreement [Member] | Bradley White [Member] | Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of cancellation of shares | 3 | 3 | ||||||||
Settlement Agreement [Member] | Bradley White [Member] | Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of cancellation of shares | 502,512 | 502,512 |
MERGER WITH OLD GENVOR (Details
MERGER WITH OLD GENVOR (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 27, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Number of shares retaining | 1,855,888 | |||
Old Genvor [Member] | ||||
Business Acquisition [Line Items] | ||||
Total number of share issued to pre-merger stockholders | 35,261,871 | |||
Percentage of outstanding shares of common stock retained | 5% | |||
Number of shares retaining | 1,855,888 | |||
Ownership percentage | 5% | |||
Payment for acquisation | $ 140,000 | $ 10,000 | ||
Payment for reverse capitalization | $ 150,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 17, 2024 | Jan. 16, 2024 | Jan. 08, 2024 | Jan. 05, 2024 | Sep. 13, 2022 | May 27, 2022 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Subsequent Event [Line Items] | ||||||||||
Issuance of shares value | $ 578,600 | $ 150,000 | ||||||||
Issued for services | 170,000 | 500,000 | 5,000 | |||||||
Issued for services value | $ 2,500 | |||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, shares | 623,600 | 300,000 | ||||||||
Issuance of shares value | $ 624 | $ 300 | ||||||||
Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, shares | 1,192,800 | 2,362,900 | ||||||||
Issued for services | 392,800 | 162,900 | ||||||||
Issued for services value | $ 392,800 | $ 142,900 | ||||||||
Subsequent Event [Member] | Ms. Miller [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Employment agreement, description | (i) Ms. Miller will receive a base salary of $180,000 per year; (ii) Ms. Miller will be issued 25,000 shares of Company common stock per month for a period of one year; (iii) Ms. Miller will receive an additional equity award of 250,000 shares of Company common stock upon the Company receiving the results of the scientific studies conducted by Southern Gardens/US Sugar for further use by the Company; (iv) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising each tranche $1,000,000 up to an aggregate of $10,000,000; (v) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising $2,500,000; (vi) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $6,000,000, and (vii) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $10,000,000. | |||||||||
Subsequent Event [Member] | Dr. Jesse Jaynes [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Employment agreement, description | (i) Dr. Jaynes will be paid a $50,000 signing bonus; (ii) Dr. Jaynes will be paid $5,000 per month; (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. | |||||||||
Subsequent Event [Member] | Dr. Clayton Yates [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Employment agreement, description | (i) Dr. Yates will be paid a $50,000 signing bonus; (ii) Dr. Yates will be paid $5,000 per month; (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. | |||||||||
Subsequent Event [Member] | Mr. Pawlak [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Employment agreement, description | (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. | |||||||||
Base salary | $ 300,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, shares | 115,000 | 8,000 | ||||||||
Issuance of shares value | $ 115,000 | $ 8,000 | ||||||||
Issued for services | 25,000 | |||||||||
Issued for services value | $ 25,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Ms. Miller [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, shares | 25,000 | |||||||||
Issuance of shares value | $ 25,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Mr. Pawlak [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, shares | 50,000 | |||||||||
Issuance of shares value | $ 50,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | MZ Group [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, shares | 6,250 | |||||||||
Issuance of shares value | $ 25,000 | |||||||||
Common stock price | $ 4 | |||||||||
Subsequent Event [Member] | Warrant [Member] | Ms. Miller [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, shares | 100,000 | |||||||||
Issuance of shares value | $ 100,000 |