Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2023 | Apr. 19, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Genvor Incorporate (the “Company”) is filing this Form 10-Q/A (“Form 10-Q/A” or this “Amendment”) to amend our Periodic Report on Form 10-Q for the period ended March 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2023 (“Original Report”), to restate our financial statements and related footnote disclosures as of and for the six months ended March 31, 2023 (the “Affected Period”). This Form 10-Q/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-Q/A” below. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-234815 | |
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 | 13155 Noel Road | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75240 | |
City Area Code | (214) | |
Local Phone Number | 427-1921 | |
Entity Current Reporting Status | No | |
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 | 18,422,821 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash | $ 1,513 | $ 296,386 |
Other current assets | 15,397 | 2,000 |
Total current assets | 16,910 | 298,386 |
Fixed assets, net | 16,650 | 17,565 |
Total assets | 33,560 | 315,951 |
Current liabilities: | ||
Convertible notes payable | 1,162,000 | 1,052,000 |
Accounts payable and accrued expenses | 302,295 | 270,178 |
Due to related party | 3,846 | 3,846 |
SBA loan | 48,750 | 48,750 |
USDA CRADA liability | 246,400 | |
Total current liabilities | 1,516,891 | 1,621,174 |
Non-current liabilities: | ||
Convertible notes payable, net of discounts | 149,444 | 89,221 |
Total non-current liabilities | 149,444 | 89,221 |
Total liabilities | 1,666,335 | 1,710,395 |
Commitments and contingencies (Note 6) | ||
Stockholders’ deficit: | ||
Common stock, $0.001 par value, 300,000,000 shares authorized, 18,422,821 and 38,678,155 shares issued and outstanding as of March 31, 2023 and September 30, 2022, respectively | 18,423 | 38,678 |
Additional paid-in capital | 14,789,509 | 14,608,815 |
Accumulated deficit | (16,442,768) | (16,041,937) |
Total stockholders’ deficit | (1,632,775) | (1,394,444) |
Total liabilities and stockholders’ deficit | 33,560 | 315,951 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock value | $ 2,061 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Sep. 30, 2022 |
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 | 18,422,821 | 38,678,155 |
Common stock, shares outstanding | 18,422,821 | 38,678,155 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10 | 10 |
Preferred stock, shares issued | 9 | 9 |
Preferred stock, shares outstanding | 9 | 9 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 2,060,536 | 0 |
Preferred stock, shares outstanding | 2,060,536 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses | ||||
Professional fees | 58,858 | 79,505 | 65,662 | 87,758 |
Payroll related expenses | 37,500 | 45,725 | 75,000 | 143,225 |
Research and development | 102,800 | 109,248 | ||
Stock-based compensation | 3,010,000 | 3,210,000 | ||
Depreciation expense | 458 | 458 | 916 | 916 |
Other general and administrative expenses | 58,466 | (36,173) | 127,366 | 104,487 |
Total operating expenses | 155,282 | 3,202,315 | 268,944 | 3,655,634 |
Operating loss | (155,282) | (3,202,315) | (268,944) | (3,655,634) |
Other income (expense) | ||||
Interest expense | (5,819) | (33,230) | (11,665) | (61,002) |
Penalties | (30,000) | (30,000) | (60,000) | (60,000) |
Amortization of debt discount | (30,111) | (60,222) | ||
Total other income (expense) | (65,930) | (63,230) | (131,887) | (121,002) |
Net loss | $ (221,212) | $ (3,265,545) | $ (400,831) | $ (3,776,636) |
Net loss per common share - basic | $ (0.01) | $ (0.16) | $ (0.02) | $ (0.19) |
Net loss per common share - diluted | $ (0.01) | $ (0.16) | $ (0.02) | $ (0.19) |
Weighted average common shares outstanding - basic | 18,381,710 | 20,000,000 | 20,449,202 | 20,000,000 |
Weighted average common shares outstanding - diluted | 20,449,202 |
Consolidated Statements of Chan
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] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 30, 2021 | $ 2,000 | $ (64,540) | $ (62,540) | |||
Balance, shares at Sep. 30, 2021 | 20,000,000 | |||||
Recapilitalization / RTO impact | $ 18,000 | 8,546,798 | (10,947,544) | (2,382,746) | ||
Adjusted balance, beginning of period | $ 20,000 | 8,546,798 | (11,012,084) | (2,445,286) | ||
Adjusted balance beginning of period, shares | 20,000,000 | |||||
Common stock issued for services | $ 2,650 | 197,350 | 200,000 | |||
Common stock issued for services, shares | 2,650,000 | |||||
Exercise of options | $ 1,400 | 1,400 | ||||
Exercise of options, shares | 1,400,000 | |||||
Common stock issued for cash | $ 1,475 | 736,035 | 737,510 | |||
Common stock issued for cash, shares | 1,475,020 | |||||
Net loss | (511,091) | (511,091) | ||||
Balance at Dec. 31, 2021 | $ 25,525 | 9,480,183 | (11,523,175) | (2,017,467) | ||
Balance, shares at Dec. 31, 2021 | 25,525,020 | |||||
Balance at Sep. 30, 2021 | $ 2,000 | (64,540) | (62,540) | |||
Balance, shares at Sep. 30, 2021 | 20,000,000 | |||||
Net loss | (3,776,636) | |||||
Balance at Mar. 31, 2022 | $ 32,684 | 12,810,597 | (14,788,720) | (1,945,439) | ||
Balance, shares at Mar. 31, 2022 | 32,683,695 | |||||
Balance at Dec. 31, 2021 | $ 25,525 | 9,480,183 | (11,523,175) | (2,017,467) | ||
Balance, shares at Dec. 31, 2021 | 25,525,020 | |||||
Common stock issued for services | $ 6,020 | 3,003,980 | 3,010,000 | |||
Common stock issued for services, shares | 6,020,000 | |||||
Common stock issued for cash | $ 280 | 139,720 | 140,000 | |||
Common stock issued for cash, shares | 280,000 | |||||
Net loss | (3,265,545) | (3,265,545) | ||||
Issuance of common stock for services | ||||||
Common stock issued for debt conversion | $ 689 | 336,884 | 337,573 | |||
Common stock issued for debt conversion, shares | 688,675 | |||||
Payment for reverse capitalization | (150,000) | (150,000) | ||||
419 fund raising services | $ 170 | (170) | ||||
419 fund raising services, shares | 170,000 | |||||
Balance at Mar. 31, 2022 | $ 32,684 | 12,810,597 | (14,788,720) | (1,945,439) | ||
Balance, shares at Mar. 31, 2022 | 32,683,695 | |||||
Balance at Sep. 30, 2022 | $ 38,678 | 14,608,815 | (16,041,937) | (1,394,444) | ||
Balance, shares at Sep. 30, 2022 | 38,678,155 | |||||
Net loss | (179,619) | (179,619) | ||||
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 | |||||
Balance at Dec. 31, 2022 | $ 2,061 | $ 18,373 | 14,777,059 | (16,221,476) | (1,424,063) | |
Balance, shares at Dec. 31, 2022 | 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 | 38,678,155 | |||||
Net loss | (400,831) | |||||
Balance at Mar. 31, 2023 | $ 2,061 | $ 18,423 | 14,789,509 | (16,442,768) | (1,632,775) | |
Balance, shares at Mar. 31, 2023 | 2,060,536 | 18,422,821 | ||||
Balance at Dec. 31, 2022 | $ 2,061 | $ 18,373 | 14,777,059 | (16,221,476) | (1,424,063) | |
Balance, shares at Dec. 31, 2022 | 2,060,536 | 18,372,821 | ||||
Net loss | (221,212) | (221,212) | ||||
Sale of common stock | $ 50 | 12,450 | 12,500 | |||
Sale of common stock, shares | 50,000 | |||||
Balance at Mar. 31, 2023 | $ 2,061 | $ 18,423 | $ 14,789,509 | $ (16,442,768) | $ (1,632,775) | |
Balance, shares at Mar. 31, 2023 | 2,060,536 | 18,422,821 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (221,212) | $ (3,265,545) | $ (400,831) | $ (3,776,636) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 458 | 458 | 916 | 916 |
Late fee capitalized into notes payable | 60,000 | 60,000 | ||
Stock-based compensation | 3,010,000 | 3,210,000 | ||
Amortization of debt discount | 30,111 | 60,222 | ||
Changes in assets and liabilities: | ||||
Prepaid expenses | 496 | |||
Other current assets | (13,397) | 55,665 | ||
Accounts payable and accrued expenses | 32,117 | (248,543) | ||
USDA CRADA liability | (246,400) | 2,800 | ||
Net cash used in operating activities | (507,373) | (695,302) | ||
Cash flows from financing activities: | ||||
Proceeds from notes payable | 50,000 | 34,375 | ||
Exercise of stock options | 1,400 | |||
Proceeds from sale of common stock | 162,500 | 877,510 | ||
Net cash provided by financing activities | 212,500 | 913,285 | ||
Net increase (decrease) in cash | (294,873) | 217,983 | ||
Cash at beginning of period | 296,386 | 7,310 | ||
Cash at end of period | $ 1,513 | $ 225,293 | 1,513 | 225,293 |
Cash paid for interest | ||||
Cash paid for taxes |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION 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 (“inception”). The consolidated financial statements of the Company include the accounts of Genvor Incorporated, Old Genvor, and its wholly owned subsidiary NBLLC. Intercompany accounts and transactions have been eliminated upon consolidation. Nature of Operations The Company’s business plan is developing plant-based defense technology designed to help farmers achieve global food security. The Company’s technology was developed by two university scientists, Dr. Clayton Yates and Dr. Jesse Jaynes, who shared a mission to develop crop protection technology designed to defend against crop diseases effecting both animals and humans alike. Basis of Presentation The accompanying unaudited financial information as of and for the six months ended March 31, 2023 and 2022 has been prepared in accordance with 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 six months ended March 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 generally accepted accounting principles 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, 2022, as filed with the SEC. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles (“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 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, 2023, the Company had an accumulated deficit of $ 16,442,768 400,831 507,373 While the Company is attempting to generate revenues, 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 and generate revenues 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, 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 revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Restatement of Previously Issued Financial Statements The Company has restated the accompanying financial statements for September 30, 2022 and the three and six months ended March 31, 2023, along with certain notes to such restated financial statements. The adjustments recorded were related to the correction of an error identified by management. The nature and impact of this adjustment on the Company’s previously issued financial statements is summarized as follows and the effects by impacted line items are detailed in the tables below. Impacted amounts and associated disclosures are restated within the accompanying notes to the financial statements. The Company incorrectly recorded a liability for what it believed was an extension payment associated with its USDA CRADA research contract as of September 30, 2022. However, the Company was mistaken and there was no additional payment to extend the contract only the amount originally due which had already been recorded. The error resulted in the overstatement of the Company’s current liabilities and net loss by approximately $ 246,000 The following tables summarize the effect of the restatement on each financial statement line items as of and for the six months ended March 31, 2023. SCHEDULE OF RESTATEMENT ON FINANCIAL STATEMENT As previously As Reported Adjustments Restated Consolidated Balance Sheets as of March 31, 2023 USA CRADA liability $ 246,400 $ (246,400 ) $ - Total current liabilities $ 1,763,291 $ (246,400 ) $ 1,516,891 Total liabilities $ 1,912,735 $ (246,400 ) $ 1,666,335 Accumulated deficit $ (16,689,168 ) $ 246,400 $ (16,442,768 ) Total stockholders’ deficit $ (1,879,175 ) $ 246,400 $ (1,632,775 ) Total liabilities and stockholders’ deficit $ 33,560 $ - $ 33,560 Consolidated Statement of Operations for the six months ended March 31, 2023 Other general and administrative expenses $ 127,286 $ 80 $ 127,366 Total operating expenses $ 268,864 $ 80 $ 268,944 Operating loss $ (268,864 ) $ (80 ) $ (268,944 ) Net loss $ (400,751 ) $ (80 ) $ (400,831 ) Basic and diluted net loss per common share $ (0.02 ) $ (0.00 ) $ (0.02 ) Basic and diluted weighted average common shares outstanding $ 20,449,202 $ 20,449,202 Consolidated Statement of Cash flows for the six months ended March 31, 2023 Net loss $ (400,751 ) $ (80 ) $ (400,831 ) USDA CRADA liability $ - $ (246,400 ) $ (246,400 ) Accounts payable and accrued expenses $ (214,364 ) $ 246,480 $ 32,116 Net cash used in operating activities $ (507,373 ) $ - $ (507,373 ) Consolidated Statements of Changes in Stockholders’ Deficit for the six months ended March 31, 2023 Net loss $ (400,751 ) $ (80 ) $ (400,831 ) Accumulated deficit $ (16,689,168 ) $ 246,400 $ (16,442,768 ) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 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 generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Flow Reporting The Company follows Accounting Standards Codification (“ASC 230”), Statement of Cash Flows Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At March 31, 2023, and September 30, 2022, $ 0 0 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 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 Fair Value of Financial Instruments The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Financial Instruments The Company’s financial instruments include cash and cash equivalents, payables, and accrued interest and short-term and long-term notes payable and are accounted for under the provisions of ASC 825, Financial Instruments 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 the plant-based defense technology products. For the six months ended March 31, 2023 and 2022, the Company had $ 0 109,248 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 March 31, 2023. Interest and penalties in 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 six months ended March 31, 2023. 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 periods presented. The Company had total potential additional dilutive securities outstanding at March 31, 2023, and September 30, 2022, of 22,065,343 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 | 6 Months Ended |
Mar. 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 Notes Payable From time to time, the Company’s subsidiary, Genvor Inc., enters 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) Noteholder A (a) 2019 12/31/2021 0 % $ 217,000 N/A Noteholder B (a) 3/19/2019 4/29/2019 0 % 510,000 N/A Noteholder C (a) 3/1/2019 2/29/2020 18 % 32,500 N/A Noteholder D (d) 4/29/2019 unspecified 0 % 300,000 30,000 Noteholder E (a) 8/1/2019 8/31/2019 0 % 37,500 N/A Noteholder F (a)(b) 2/27/2020 4/30/2020 0 % 2,500 5,000 Noteholder G 8/3/2021 8/3/2023 10 % 12,500 25,000 Noteholder H 6/27/2022 6/27/2024 5 % 300,000 1,000,000 Noteholder I (c) 10/26/2022 12/31/2023 3 % 50,000 400,000 1,462,000 1,460,000 (d) Debt discount (150,556 ) $ 1,311,444 (a) Past due at December 31, 2022 (b) Note is payable in a combination of $ 2,500 6,000 5,000 15,000 (c) Convertible into common stock of the subsidiary, Genvor Inc. The notes do not have default provisions except Noteholder B receives a default penalty of $ 10,000 each month the note goes unpaid. Interest expense totaled $ 71,665 121,002 60,000 60,000 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Mar. 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 As of March 31, 2023, and September 30, 2022, there were 9 9 3 3 3 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 Shares Exchanged Series B Issued Jaynes Investment LLC 2,000,000 200,000 ACT Holdings LLC 7,312,612 731,262 LASB Family Trust 3,800,112 380,012 Jesse Michael Jaynes 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 party The conversion of the common stock into the Series B was valued at par, respectively, offset to additional paid-in capital. The 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. As of March 31, 2023, and September 30, 2022, there were 2,060,536 0 Common Stock The authorized common stock of the Company consists of 300,000,000 0.001 In connection with the Merger (see Note 1), the founding shareholders of the Company cancelled 18,144,112 1,855,888 Stock Issued for Cash On November 17, 2022, the Company issued 300,000 shares of common stock to a shareholder for $ 150,000 . |
FEDERAL INCOME TAX
FEDERAL INCOME TAX | 6 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
FEDERAL INCOME TAX | NOTE 5 – FEDERAL INCOME TAX As of March 31, 2023, and September 30, 2022, the Company has net operating loss carry forwards of $ 2,667,462 2,572,885 The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% SCHEDULE OF LOSS BEFORE TAXES March 31, September 30, 2023 2022 Tax benefit at the statutory rate $ (84,158 ) $ (204,559 ) State income taxes, net of federal income tax benefit (10,420 ) (25,326 ) Change in valuation allowance 94,578 229,885 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2023 and 2022 remains open for examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at March 31, 2023, and September 30, 2022, are as follows: SCHEDULE OF DEFERRED TAX ASSETS March 31, September 30, 2023 2022 Net operating loss carryforward $ 2,667,462 $ 2,572,885 Total gross deferred tax assets 2,667,462 2,572,885 Less: Deferred tax asset valuation allowance (2,667,462 ) (2,572,885 ) Total net deferred taxes $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2022 and 2021 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $ 2,667,462 2,572,885 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 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. 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 March 31, 2023 and September 30, 2022, totaled $ 19,705 Upon completion of the Merger (see Notes 1 and 8), the Company issued 975,000 Consulting Agreements During the six months ended March 31, 2023, the Company paid the CEO $ 3,000 150,000 which increases based on certain capital raise thresholds. At March 31, 2023 and September 30, 2022, accrued payroll owed to the CEO totaled $ 192,638 and $ 188,484 , respectively, as presented in the accompanying consolidated balance sheets. On July 24, 2020, the Company entered into a consulting agreement for business development activities, networking, negotiations, and strategic planning. The compensation pursuant to the agreement was $ 20,000 monthly. Office Lease The Company entered into a sublease agreement with the above consultant (providing business development assistance from 2019-2020) effective August 1, 2019, subject to the terms and conditions of the office lease held by the consultant at 15540 Quorum Drive #2624, Addison, Texas. On January 1, 2019, the Company adopted ASC 842 requiring this lease to be recorded as an asset and corresponding liability on its balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. A discount rate was not used in the determination of the right of use asset and liability since its effect would not be significant. The lease moved to a month-to-month basis beginning in September 2021 at $ 2,810 6,590 20,607 Research and Development Agreement During September 2020, the Company assumed a Cooperative Research And Development Agreement (CRADA) with the United States Department of Agriculture (USDA), Agricultural Research Service (ARS). Under this agreement, the Company committed to funding the remaining amount due. As of March 31, 2023, and September 30, 2022, $ 0 246,400 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Share Issuances to the Board of Directors The Company issued Series A preferred stock on August 16, 2022, as follows: Bradley White (Chief Executive Officer), 3 3 3 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet through the date of this filing and determined there were no events to disclose except the following. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no The Company maintains its cash balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. At March 31, 2023, and September 30, 2022, $ 0 0 |
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 |
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 |
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 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 the plant-based defense technology products. For the six months ended March 31, 2023 and 2022, the Company had $ 0 109,248 |
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 March 31, 2023. Interest and penalties in 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 six months ended March 31, 2023. |
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 periods presented. The Company had total potential additional dilutive securities outstanding at March 31, 2023, and September 30, 2022, of 22,065,343 |
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. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RESTATEMENT ON FINANCIAL STATEMENT | The following tables summarize the effect of the restatement on each financial statement line items as of and for the six months ended March 31, 2023. SCHEDULE OF RESTATEMENT ON FINANCIAL STATEMENT As previously As Reported Adjustments Restated Consolidated Balance Sheets as of March 31, 2023 USA CRADA liability $ 246,400 $ (246,400 ) $ - Total current liabilities $ 1,763,291 $ (246,400 ) $ 1,516,891 Total liabilities $ 1,912,735 $ (246,400 ) $ 1,666,335 Accumulated deficit $ (16,689,168 ) $ 246,400 $ (16,442,768 ) Total stockholders’ deficit $ (1,879,175 ) $ 246,400 $ (1,632,775 ) Total liabilities and stockholders’ deficit $ 33,560 $ - $ 33,560 Consolidated Statement of Operations for the six months ended March 31, 2023 Other general and administrative expenses $ 127,286 $ 80 $ 127,366 Total operating expenses $ 268,864 $ 80 $ 268,944 Operating loss $ (268,864 ) $ (80 ) $ (268,944 ) Net loss $ (400,751 ) $ (80 ) $ (400,831 ) Basic and diluted net loss per common share $ (0.02 ) $ (0.00 ) $ (0.02 ) Basic and diluted weighted average common shares outstanding $ 20,449,202 $ 20,449,202 Consolidated Statement of Cash flows for the six months ended March 31, 2023 Net loss $ (400,751 ) $ (80 ) $ (400,831 ) USDA CRADA liability $ - $ (246,400 ) $ (246,400 ) Accounts payable and accrued expenses $ (214,364 ) $ 246,480 $ 32,116 Net cash used in operating activities $ (507,373 ) $ - $ (507,373 ) Consolidated Statements of Changes in Stockholders’ Deficit for the six months ended March 31, 2023 Net loss $ (400,751 ) $ (80 ) $ (400,831 ) Accumulated deficit $ (16,689,168 ) $ 246,400 $ (16,442,768 ) |
BORROWINGS (Tables)
BORROWINGS (Tables) | 6 Months Ended |
Mar. 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) Noteholder A (a) 2019 12/31/2021 0 % $ 217,000 N/A Noteholder B (a) 3/19/2019 4/29/2019 0 % 510,000 N/A Noteholder C (a) 3/1/2019 2/29/2020 18 % 32,500 N/A Noteholder D (d) 4/29/2019 unspecified 0 % 300,000 30,000 Noteholder E (a) 8/1/2019 8/31/2019 0 % 37,500 N/A Noteholder F (a)(b) 2/27/2020 4/30/2020 0 % 2,500 5,000 Noteholder G 8/3/2021 8/3/2023 10 % 12,500 25,000 Noteholder H 6/27/2022 6/27/2024 5 % 300,000 1,000,000 Noteholder I (c) 10/26/2022 12/31/2023 3 % 50,000 400,000 1,462,000 1,460,000 (d) Debt discount (150,556 ) $ 1,311,444 (a) Past due at December 31, 2022 (b) Note is payable in a combination of $ 2,500 6,000 5,000 15,000 (c) Convertible into common stock of the subsidiary, Genvor Inc. |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 6 Months Ended |
Mar. 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 Shares Exchanged Series B Issued Jaynes Investment LLC 2,000,000 200,000 ACT Holdings LLC 7,312,612 731,262 LASB Family Trust 3,800,112 380,012 Jesse Michael Jaynes 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 party |
FEDERAL INCOME TAX (Tables)
FEDERAL INCOME TAX (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF LOSS BEFORE TAXES | SCHEDULE OF LOSS BEFORE TAXES March 31, September 30, 2023 2022 Tax benefit at the statutory rate $ (84,158 ) $ (204,559 ) State income taxes, net of federal income tax benefit (10,420 ) (25,326 ) Change in valuation allowance 94,578 229,885 Total $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS | The tax effect of significant components of the Company’s deferred tax assets and liabilities at March 31, 2023, and September 30, 2022, are as follows: SCHEDULE OF DEFERRED TAX ASSETS March 31, September 30, 2023 2022 Net operating loss carryforward $ 2,667,462 $ 2,572,885 Total gross deferred tax assets 2,667,462 2,572,885 Less: Deferred tax asset valuation allowance (2,667,462 ) (2,572,885 ) Total net deferred taxes $ - $ - |
SCHEDULE OF RESTATEMENT ON FINA
SCHEDULE OF RESTATEMENT ON FINANCIAL STATEMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
USA CRADA liability | $ 246,400 | |||||||||||
Total current liabilities | 1,516,891 | 1,516,891 | 1,621,174 | |||||||||
Total liabilities | 1,666,335 | 1,666,335 | 1,710,395 | |||||||||
Accumulated deficit | (16,442,768) | (16,442,768) | (16,041,937) | |||||||||
Total stockholders’ deficit | (1,632,775) | $ (1,424,063) | $ (1,945,439) | $ (2,017,467) | (1,632,775) | $ (1,945,439) | (1,394,444) | $ (62,540) | ||||
Total liabilities and stockholders’ deficit | 33,560 | 33,560 | $ 315,951 | |||||||||
Other general and administrative expenses | 127,366 | |||||||||||
Total operating expenses | 155,282 | 3,202,315 | 268,944 | 3,655,634 | ||||||||
Operating loss | (155,282) | (3,202,315) | (268,944) | (3,655,634) | ||||||||
Net loss | $ (221,212) | $ (179,619) | $ (3,265,545) | $ (511,091) | $ (400,831) | $ (3,776,636) | ||||||
Net loss per common share - basic | $ (0.01) | $ (0.16) | $ (0.02) | $ (0.19) | ||||||||
Net loss per common share - diluted | $ (0.01) | $ (0.16) | $ (0.02) | $ (0.19) | ||||||||
Weighted average common shares outstanding - basic | 18,381,710 | 20,000,000 | 20,449,202 | 20,000,000 | ||||||||
Weighted average common shares outstanding - diluted | 18,381,710 | 20,000,000 | 20,449,202 | 20,449,202 | 20,000,000 | |||||||
USDA CRADA liability | $ (246,400) | $ 2,800 | ||||||||||
Accounts payable and accrued expenses | 32,116 | |||||||||||
Net cash used in operating activities | (507,373) | $ (695,302) | ||||||||||
Previously Reported [Member] | ||||||||||||
USA CRADA liability | $ 246,400 | 246,400 | ||||||||||
Total current liabilities | 1,763,291 | 1,763,291 | ||||||||||
Total liabilities | 1,912,735 | 1,912,735 | ||||||||||
Accumulated deficit | (16,689,168) | (16,689,168) | ||||||||||
Total stockholders’ deficit | (1,879,175) | (1,879,175) | ||||||||||
Total liabilities and stockholders’ deficit | 33,560 | 33,560 | ||||||||||
Other general and administrative expenses | 127,286 | |||||||||||
Total operating expenses | 268,864 | |||||||||||
Operating loss | (268,864) | |||||||||||
Net loss | $ (400,751) | |||||||||||
Net loss per common share - basic | $ (0.02) | |||||||||||
Net loss per common share - diluted | $ (0.02) | |||||||||||
Weighted average common shares outstanding - basic | 20,449,202 | |||||||||||
Weighted average common shares outstanding - diluted | 20,449,202 | |||||||||||
USDA CRADA liability | ||||||||||||
Accounts payable and accrued expenses | (214,364) | |||||||||||
Net cash used in operating activities | (507,373) | |||||||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||||||
USA CRADA liability | (246,400) | (246,400) | ||||||||||
Total current liabilities | (246,400) | (246,400) | ||||||||||
Total liabilities | (246,400) | (246,400) | ||||||||||
Accumulated deficit | 246,400 | 246,400 | ||||||||||
Total stockholders’ deficit | 246,400 | 246,400 | ||||||||||
Total liabilities and stockholders’ deficit | ||||||||||||
Other general and administrative expenses | 80 | |||||||||||
Total operating expenses | 80 | |||||||||||
Operating loss | (80) | |||||||||||
Net loss | (80) | |||||||||||
USDA CRADA liability | (246,400) | |||||||||||
Accounts payable and accrued expenses | 246,480 | |||||||||||
Net cash used in operating activities | ||||||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||
Net loss per common share - basic | $ 0 | |||||||||||
Net loss per common share - diluted | $ 0 |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Accumulated deficit | $ 16,041,937 | $ 16,442,768 | $ 16,442,768 | ||||
Net loss | 400,831 | ||||||
Net cash used in operating activities | 507,373 | $ 695,302 | |||||
Liabilities current | 1,621,174 | 1,516,891 | 1,516,891 | ||||
Net loss | $ (221,212) | $ (179,619) | $ (3,265,545) | $ (511,091) | $ (400,831) | $ (3,776,636) | |
Cooperative Research And Development Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Liabilities current | 246,000 | ||||||
Net loss | $ 246,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Cash uninsured amount | $ 0 | $ 0 | $ 0 | ||
Fixed assets, estimated useful lives | 7 years | 7 years | |||
Research and development expenses | $ 102,800 | $ 109,248 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) | 6 Months Ended | |
Mar. 31, 2023 USD ($) shares | ||
Short-Term Debt [Line Items] | ||
Loan Balance | $ 1,462,000 | |
Number of shares the notesis convertible into shares | shares | 1,460,000 | |
Debt discount | $ (150,556) | |
Total loan | $ 1,311,444 | |
Note Holder A [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 2019 | [1] |
Maturity date | Dec. 31, 2021 | [1] |
Interest rate | 0% | [1] |
Loan Balance | $ 217,000 | [1] |
Noteholder B [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 3/19/2019 | [1] |
Maturity date | Apr. 29, 2019 | [1] |
Interest rate | 0% | [1] |
Loan Balance | $ 510,000 | [1] |
Noteholder C [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 3/1/2019 | [1] |
Maturity date | Feb. 29, 2020 | [1] |
Interest rate | 18% | [1] |
Loan Balance | $ 32,500 | [1] |
Noteholder D [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 4/29/2019 | [1] |
Interest rate | 0% | [1] |
Loan Balance | $ 300,000 | [1] |
Number of shares the notesis convertible into shares | shares | 30,000 | |
Noteholder E [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 8/1/2019 | [1] |
Maturity date | Aug. 31, 2019 | [1] |
Interest rate | 0% | [1] |
Loan Balance | $ 37,500 | [1] |
Noteholder F [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 2/27/2020 | [1],[2] |
Maturity date | Apr. 30, 2020 | [1],[2] |
Interest rate | 0% | [1],[2] |
Loan Balance | $ 2,500 | [1],[2] |
Number of shares the notesis convertible into shares | shares | 5,000 | [1],[2] |
Noteholder G [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 8/3/2021 | |
Maturity date | Aug. 03, 2023 | |
Interest rate | 10% | |
Loan Balance | $ 12,500 | |
Number of shares the notesis convertible into shares | shares | 25,000 | |
Noteholder H [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 6/27/2022 | |
Maturity date | Jun. 27, 2024 | |
Interest rate | 5% | |
Loan Balance | $ 300,000 | |
Number of shares the notesis convertible into shares | shares | 1,000,000 | |
Noteholder I [Member] | ||
Short-Term Debt [Line Items] | ||
Origination | 10/26/2022 | [1],[3] |
Maturity date | Dec. 31, 2023 | [1],[3] |
Interest rate | 3% | [1],[3] |
Loan Balance | $ 50,000 | [1],[3] |
Number of shares the notesis convertible into shares | shares | 400,000 | [1],[3] |
[1]Past due at December 31, 2022[2] Note is payable in a combination of $ 2,500 6,000 5,000 15,000 Convertible into common stock of the subsidiary, Genvor Inc. |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) (Parenthetical) | 6 Months Ended | |
Mar. 31, 2023 USD ($) shares | ||
Short-Term Debt [Line Items] | ||
Shares issued during conversion | 1,460,000 | |
Noteholder F [Member] | ||
Short-Term Debt [Line Items] | ||
Shares issued during conversion | 5,000 | [1],[2] |
Noteholder F [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable converted | $ | $ 2,500 | |
Shares issued during conversion | 5,000 | |
Noteholder F [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable converted | $ | $ 6,000 | |
Shares issued during conversion | 15,000 | |
[1] Note is payable in a combination of $ 2,500 6,000 5,000 15,000 |
BORROWINGS (Details Narrative)
BORROWINGS (Details Narrative) - USD ($) | 6 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Apr. 09, 2020 | ||
Short-Term Debt [Line Items] | ||||
Principal amont | $ 1,462,000 | |||
Interest expense | 71,665 | $ 121,002 | ||
Late fees | 60,000 | $ 60,000 | ||
Paycheck Protection Program [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amont | $ 48,750 | |||
Interest rate | 1% | |||
Noteholder B [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amont | [1] | 510,000 | ||
[custom:DebtDefaultPenaltyAmount] | $ 10,000 | |||
[1]Past due at December 31, 2022 |
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 | |
Series B Issued | 200,000 | |
ACT Holdings LLC [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 7,312,612 | |
Series B Issued | 731,262 | |
LASB Family Trust [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 3,800,112 | |
Series B Issued | 380,012 | |
Jesse Michael Jaynes [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 4,767,611 | |
Series B Issued | 476,762 | |
Bradley White [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 1,225,000 | [1] |
Series B Issued | 122,500 | [1] |
PJ Advisory Group [Member] | ||
Class of Stock [Line Items] | ||
Common Shares Exchanged | 1,500,000 | |
Series B Issued | 150,000 | |
[1]Related party |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Nov. 17, 2022 | Aug. 10, 2022 | Apr. 21, 2022 | Oct. 19, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | 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 | ||||||||
Number of common stock cancel | 18,144,112 | |||||||||
Number of common stock retaining | 1,855,888 | |||||||||
Stock Issued During Period, Value, New Issues | $ 140,000 | $ 737,510 | ||||||||
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 | |||||||||
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 | 9 | 9 | ||||||||
Preferred stock, shares outstanding | 9 | 9 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | ||||||||
Designation authorized shares | 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 | 0 | ||||||||
Preferred stock, shares outstanding | 2,060,536 | 0 | ||||||||
Stock Issued for Cash [Member] | Shareholder [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 300,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 150,000 |
SCHEDULE OF LOSS BEFORE TAXES (
SCHEDULE OF LOSS BEFORE TAXES (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at the statutory rate | $ (84,158) | $ (204,559) |
State income taxes, net of federal income tax benefit | (10,420) | (25,326) |
Change in valuation allowance | 94,578 | 229,885 |
Total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 2,667,462 | $ 2,572,885 |
Total gross deferred tax assets | 2,667,462 | 2,572,885 |
Less: Deferred tax asset valuation allowance | (2,667,462) | (2,572,885) |
Total net deferred taxes |
FEDERAL INCOME TAX (Details Nar
FEDERAL INCOME TAX (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 2,667,462 | $ 2,572,885 |
Federal tax statutory rate | 21% | 21% |
Valuation allowance for net deferred tax assets | $ 2,667,462 | $ 2,572,885 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | ||||
Oct. 02, 2021 | Jul. 24, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Long-Term Purchase Commitment [Line Items] | |||||
Assets held in trust | $ 19,705 | $ 19,705 | |||
Rent expense | $ 2,810 | 6,590 | $ 20,607 | ||
Research and Development Arrangement [Member] | |||||
Long-Term Purchase Commitment [Line Items] | |||||
Fund Amount | 0 | 246,400 | |||
Chief Executive Officer [Member] | Consulting Agreements [Member] | |||||
Long-Term Purchase Commitment [Line Items] | |||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | 150,000 | ||||
Accrued Payroll Taxes, Current | 192,638 | $ 188,484 | |||
Consulting Agreements [Member] | Consultant [Member] | |||||
Long-Term Purchase Commitment [Line Items] | |||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 20,000 | ||||
Consulting Agreements [Member] | Chief Executive Officer [Member] | |||||
Long-Term Purchase Commitment [Line Items] | |||||
Related party payable | $ 3,000 | ||||
Investor [Member] | |||||
Long-Term Purchase Commitment [Line Items] | |||||
Number of shares issued | 975,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Aug. 16, 2022 shares |
Bradley White [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Preferred stock, shares issued | 3 |
Dr. Clayton Yates [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Preferred stock, shares issued | 3 |
Dr. Jesse Jaynes [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Preferred stock, shares issued | 3 |