QGAI 10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  10-Q/A

Amendment No. 1

(Mark One)

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

For the Quarterly Period Ended: January 31, 2026

OR

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

For the Transition Period From ____________ to ____________.

Quantum Genesis AI Corp.

| (Exact name of registrant as specified in its charter) |

Nevada	000-56725	N/A

| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |

15656 Bernardo Center Drive Suite 801

San Diego, CA 92127

(Address of principal executive offices)

Tel: 858-216-7676

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:   None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒       No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒       No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |

| | | Emerging growth company | ☒ |

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐      No ☒

As of March 19, 2026, the registrant had 40,972,050 shares of common stock issued and outstanding.

Quantum Genesis AI Corp.

FORM 10-Q

Index

PART I. FINANCIAL INFORMATION
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	4

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Explanatory Note

The Company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended January 31, 2026 (the “Original Filing”) solely to amend and supplement disclosure contained in Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, specifically to include additional disclosure regarding the Company’s intellectual property and the formalization of certain rights previously acquired pursuant to that certain Asset Purchase Agreement dated February 21, 2023.

Accordingly, this Amendment amends only Item 2 of the Original Filing.

No other Items or disclosures are being amended, modified, or updated.

This Amendment does not modify, restate, or update any of the Company’s financial statements, notes to financial statements, or any other financial information contained in the Original Filing, and no changes have been made to Part I, Item 1 (Financial Statements) or any other financial disclosures.

Except as expressly set forth herein with respect to Item 2, this Amendment does not reflect events occurring after the filing date of the Original Filing, and no other changes have been made to the Original Filing.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-Q and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading ”Risk Factors” which may be included in the Company’s Registration Statement on Form 10 as previously filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.

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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

FORWARD-LOOKING STATEMENTS

The following discussion may contain forward-looking statements regarding the Company, its business prospects and its results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. These forward-looking statements reflect our view only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance, or achievement. The Company does not undertake any obligation to update or correct any forward-looking statements.

Results of Operations for the three and six months ended January 31, 2026 and 2025

Revenues

We earned no revenues for three and six months ended January 31, 2026 or 2025.

Operating Expenses

We incurred $1,382 in operating expenses for the three months ended January 31, 2026, as compared with $24,534 in the three months ended January 31, 2025. The decrease in operating expenses is the result of decreased professional   fees during the three months ended January 31, 2026. We expect our operating expenses will increase in future years as a result of the costs associated with the increased operating activity under our business model.

We incurred $40,578 in operating expenses for the six months ended January 31, 2026, as compared with $85,468 in the six months ended January 31, 2025. The decrease in operating expenses is the result of decreased professional   fees during the six  months ended January 31, 2026. We expect our operating expenses will increase in future years as a result of the costs associated with the increased operating activity under our business model.

Other Income/Expenses

We had other expenses of $4,328,275 for the three months ended January 31, 2026, compared to other expenses of $29,806 for the three months ended January 31, 2025. The increase in other expenses was the result of a loss on settlement of debt that occurred during the three months ended January 31, 2026.

We had other expenses of $4,338,947 for the six months ended January 31, 2026, compared to other expenses of $3,861 for the six months ended January 31, 2025. The increase in other expenses was the result of a loss on settlement of debt that occurred during the six months ended January 31, 2026.

Net Loss

We recorded a net loss of $4,329,657 for the three months ended January 31, 2026, compared to a net loss $29,806 for the three months ended January 31, 2025. The decrease in net loss was associated with the factors discussed above.

We recorded a net loss of $4,379,525 for the six months ended January 31, 2026, compared to a net loss $89,329 for the six months ended January 31, 2025. The decrease in net loss was associated with the factors discussed above.

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Going Concern

The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  During the six months ended January 31, 2026 the Company incurred net losses of $4,379,525, accumulated deficits of $10,016,092, and used cash in operations in the amount of $43,810. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

We are entirely dependent on our ability to attract and receive funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans. Any additional equity financing may involve substantial dilution to our then existing stockholders.

Liquidity and Capital Resources

Our financing objective is to maintain financial flexibility to meet the material, equipment and personnel needs to support our project commitments, and pursue our expansion and diversification objectives.

As of January 31, 2026, we had total current assets of $59 and total current liabilities of $418,401. We had a working capital deficit of $418,342 as of January 31, 2026.

Net cash used by operating activities was $43,810 for the six months ended January 31, 2026, as compared with $49,575 cash used for the six months ended January 31, 2025. Our negative operating cash flow for both periods was our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.

Financing activities provided $43,285 in cash for the six months ended January 31, 2026, as compared with $51,329 for the six months ended January 31, 2025.The decrease in cash provided by financing activities was the result of a decrease in proceeds provided through the issuance of notes during the six months ended January 31, 2026.

Intellectual Property

The Company’s intellectual property includes proprietary enzyme design technologies, computational methodologies, and related know-how acquired pursuant to that certain Asset Purchase Agreement dated February 21, 2023 (the “APA”).

Such intellectual property includes the subject matter of U.S. Patent Application Publication No. US20250146029A1, titled “Modified Polypeptides for Enzymatic Synthesis of Ibuprofen,” which was filed on November 2, 2023.

The patent application was filed in the name of the Company’s Chief Executive Officer. The Company believes that, pursuant to the APA, it acquired the underlying intellectual property and associated rights.

During the period covered by this report, the Company and its Chief Executive Officer entered into an Assignment Agreement to formalize and document the transfer of such intellectual property rights previously contemplated under the APA. The Assignment Agreement confirms that all right, title, and interest in such intellectual property has been assigned to the Company and provides that the assignment is effective as of November 2, 2023, consistent with the intent of the parties.

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SIGNATURES

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

	Quantum Genesis AI Corp.
Date: April 15, 2026	By:	/s/ Naveen Krishnarao Kulkarni

| | Name: | Naveen Krishnarao Kulkarni |

| | Title: | Chief Executive Officer & Chief Financial Officer |

6

qtzm_ex311.htm EXHIBIT 31.1

CERTIFICATION

I, Naveen Krishnarao Kulkarni, Chief Executive Officer and Chief Financial Officer of Quantum Genesis AI Corp. (the “Registrant”), certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of the Registrant for the fiscal quarter ended January 31, 2026;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: April 15, 2026

/s/ Naveen Krishnarao Kulkarni

Chief Executive Officer and Chief Financial Officer

(Principal executive, financial and accounting officer)

qtzm_ex321.htm EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO SECTION 906  OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Quantum Genesis AI Corp. (the “Company”) on Form 10-Q/A for the period ending January 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Naveen Krishnarao Kulkarni, Principal Executive Officer and **** Principal Financial Officer **** of Quantum Genesis AI Corp., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: April 15, 2026	/s/ Naveen Krishnarao Kulkarni

| | Chief Executive Officer and Chief Financial Officer |

| | (Principal executive, financial and accounting officer) |