QGAI 10-Q
Quantum Genesis AI Corp. (QGAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended:
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From ____________ to ____________.
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of Incorporation) |
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| (IRS Employer Identification No.) |
(Address of principal executive offices)
Tel: +
(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.
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).
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 | ☐ |
☒ | Smaller reporting company | ||
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| 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
As of March 19, 2026, the registrant had
Quantum Genesis AI Corp.
FORM 10-Q
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Management’s Discussion and Analysis of Financial Conditions and Results of Operations. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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| Table of Contents |
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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| Table of Contents |
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
QUANTUM GENESIS AI CORP.
(FKA QUANTUMZYME CORP.)
CONDENSED BALANCE SHEETS
ASSETS |
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Cash |
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Prepaid expenses |
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Total current assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Accounts payable and accrued expenses |
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Due to related parties |
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Notes payable |
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Total current liabilities |
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Total liabilities |
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Commitments and Contingencies (See note 5) |
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Preferred Shares |
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Series A Preferred Shares |
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Series B Preferred Shares |
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Common Shares |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders' deficit |
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Total liabilities and stockholders' deficit |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
QUANTUM GENESIS AI CORP.
(FKA QUANTUMZYME CORP.)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Sales |
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Operating expenses |
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General and administrative |
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Professional fees |
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Total operating expenses |
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Loss from operations |
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Other expense |
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Interest expense |
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Loss on conversion of debt |
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Total other expenses |
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Net loss before tax provision |
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Tax provision |
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Net loss |
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Net loss per common share: basic and diluted |
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Weighted average common shares outstanding -basic and diluted |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
QUANTUM GENESIS AI CORP.
(FKA QUANTUMZYME CORP.)
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
(Unaudited)
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Balance, July 31, 2025 |
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Net loss |
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Balance, October 31, 2025 |
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Shares issued for conversion of debt |
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Net loss |
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Balance, January 31, 2026 |
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Balance, July 31, 2024 |
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Shares issued for cash |
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Net loss |
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Balance, October 31, 2024 |
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Net loss |
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Balance, January 31, 2025 |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
QUANTUM GENESIS AI CORP.
(FKA QUANTUMZYME CORP.)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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Cash Flows from Operating Activities |
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Net loss |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Loss on conversion of debt |
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Changes in assets and liabilities |
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Prepaid expenses |
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Accounts payable |
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Due to related party |
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Net cash from operating activities |
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Cash Flows from Financing Activities |
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Proceeds from the issuance of common stock |
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Proceeds from notes payable |
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Net cash from financing activities |
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Net decrease in cash |
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Cash, end of period |
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
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Cash paid for taxes |
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SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
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Shares issued for settlement of notes payable |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
QUANTUM GENESIS AI CORP.
(FKA QUANTUMZYME CORP.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
January 31, 2026
NOTE 1 – NATURE OF BUSINESS AND OPERATIONS
Organization
Quantumzyme Corp. (formally Reliant Service Inc.) (the “Company”) was incorporated in the state of Nevada on March 20, 2015. The company develops marketing channels to distribute office equipment to the wholesale market in the United States. Our functional currency is the US Dollar and all the references to currency in the financial statements are in US Dollars.
On February 8, 2023, Ms. Sandra (Demeria) Brossart (“Brossart”) resigned as the sole-officer and director of the Company, and Mr. Naveen Krishna Rao Kulkarni (“Kulkarni”) was appointed as sole-officer and director in her place. Thereafter, on February 21, 2023, the Company entered into that certain Asset Purchase Agreement (“Purchase Agreement”), between the Company and Quantumzyme Inc., a Delaware corporation, (“Quantumzyme”) and Kulkarni, the sole- officer, director, and shareholder of Quantumzyme (collectively, Quantumzyme and Mr. Kulkarni are hereinafter referred to as the “Seller”) pursuant to which the Company acquired various assets from the Seller, such assets are applied to and used in the “Enzyme Catalyst” biotransformation sector. In exchange for the Acquired Assets, the Company issued Mr. Kulkarni One Hundred Fifty Million (
On March 31, 2023, the Company changed its name to Quantumzyme Corp.
On November 30, 2025, the Board of Directors approved an amendment to the Company’s Articles of Incorporation to change the Company’s name from Quantumzyme Corp. to Quantum Genesis AI Corp. On February 11, 2026, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada and the name change became effective upon filing.
Correction of an Error
Professional fees and total liabilities were overstated by $
NOTE 2 – 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 $
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.
NOTE 3 – 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
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| Table of Contents |
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Stock-based compensation
The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.
Concentration of Credit Risk
The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits.
Loss per Share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
Fair Value of Financial Instruments
The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
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Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date
The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of January 31, 2026 and July 31, 2025 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at January 31, 2026 and July 31, 2025.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.
The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.
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| Table of Contents |
NOTE 4 –PROMISSORY NOTES
Promissory notes payable as of January 31, 2026 and July 31, 2025 consists of the following:
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| January 31, 2026 |
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| July 31, 2025 |
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Dated June 14, 2021 |
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Dated July 20, 2021 |
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Dated February 10, 2023 |
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Dated February 10, 2023 |
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Dated March 14, 2023 |
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Dated April 28, 2023 |
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Dated April 28, 2023 |
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Dated May 4, 2023 |
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Dated July 31, 2023 |
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Dated September 8, 2023 |
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Dated September 11, 2023 |
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Dated September 13, 2023 |
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Dated September 20, 2023 |
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Dated September 29, 2023 |
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Dated October 11, 2023 |
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Dated October 16, 2023 |
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January 31, 2024 |
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February 8, 2024 |
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February 21, 2024 |
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February 22, 2024 |
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April 2, 2024 |
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April 22, 2024 |
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May 5, 2024 |
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June 17, 2024 |
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June 25, 2024 |
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August 2, 2024 |
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August 16, 2024 |
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September 12, 2024 |
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October 28, 2024 |
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October 29, 2024 |
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October 29, 2024 |
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December 5, 2024 |
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December 7, 2024 |
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February 11, 2025 |
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February 28, 2025 |
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March 4, 2025 |
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April 30, 2025 |
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July 31, 2025 |
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August 21, 2025 |
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October 31, 2025 |
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January 31, 2026 |
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Total notes payable |
| $ |
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| $ |
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| 11 |
| Table of Contents |
During the six months ended January 31, 2026 and 2025, the Company issued various promissory notes amounting to $
On June 14, 2021, the Company issued a promissory note for proceeds of $
During the six months ended January 31, 2026 and 2025, the Company recorded interest expense of $
NOTE 5 – RELATED PARTY TRANSACTIONS
As of January 31, 2026 and July 31, 2025, the amount due to related parties was $
NOTE 6 - COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.
NOTE 7 – STOCKHOLDERS’ EQUITY
The Company’s authorized common stock consists of
On February 21, 2023, the Company filed a Certificate of Amendment together with Amended & Restated Articles of Incorporation with the Secretary of State of the State of Nevada increasing the Company’s authorized shares of common stock from
On May 24, 2023, the Company filed a Certificate of Designation (“Certificate of Designation”) with the Secretary of State of the State of Nevada that provided for the creation of Series A Preferred Stock and Series B Preferred Stock from the previously authorized but undesignated shares of the Company’s preferred stock.
The Company’s Certificate of Designation designates
| (i) | Series A Preferred Stock ranks senior to all other classes of stock; |
| (ii) | (ii) Series A Preferred Stock is convertible at a ratio of |
| (iii) | (iii) |
| 12 |
| Table of Contents |
Additionally, the Company’s Certificate of Designation, designates
| (i) | Series B Preferred Stock ranks junior to all other classes of Preferred Stock; |
| (ii) | Series B Preferred Stock is convertible at a ratio of |
| (iii) |
On January 20, 2026, the Company issued
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to January 31, 2026 to the date these financial statements were available to be issued and has determined the following transaction to be a material subsequent event.
| 13 |
| Table of Contents |
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.
| 14 |
| Table of Contents |
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
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Responsibility for Controls and Procedures
The Company’s management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. The Company’s controls over financial reporting are designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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| Table of Contents |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our Principal Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of January 31, 2026. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely record, process, summarize and report financial information required to be included on our SEC reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.
Internal Control Over Financial Reporting
As of January 31, 2026, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (as revised). Based on our evaluation, management concluded that our internal control over financial reporting was not effective so as to timely record, process, summarize and report financial information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.
The management including its Principal Executive Officer/Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
The Company has limited resources and as a result, a material weakness in financial reporting currently exists, because of our limited resources and personnel, including those described below.
* | The Company has an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. |
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* | We have not achieved the optimal level of segregation of duties relative to key financial reporting functions. |
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* | We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements. |
A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to a lack of segregation of duties, resulting from the Company’s limited resources and personnel.
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| Table of Contents |
Remediation Efforts to Address Deficiencies in Internal Control Over Financial Reporting
As a result of these findings, management, upon obtaining sufficient capital and operations, intends to take practical, cost-effective steps in implementing internal controls, including the possible remedial measures set forth below. As of January 31, 2026, we did not have sufficient capital and/or operations to implement any of the remedial measures described below.
* | Assessing the current duties of existing personnel and consultants, assigning additional duties to existing personnel and consultants, and, in a cost effective manner, potentially hiring additional personnel to assist with the preparation of the Company’s financial statements to allow for proper segregation of duties, as well as additional resources for control documentation. |
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* | Assessing the duties of the existing officers of the Company and, in a cost effective manner, possibly promote or hire additional personnel to diversify duties and responsibilities of such executive officers. |
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* | Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. The Board of Directors will consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members. |
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* | Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control Integrated Framework issued by Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (as revised). |
(b) Change in Internal Control Over Financial Reporting
The Company has not made any change in our internal control over financial reporting during the period ended January 31, 2026.
| 17 |
| Table of Contents |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.
Item 1A. Risk Factors.
The risks described under the heading “Risk Factors” in our Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading ”Risk Factors” which are included in the Company’s Registration Statement on Form 10, as amended, which was previously filed with the Securities and Exchange Commission. The risks and uncertainties described therein are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business.
You should carefully read and consider such risks, together with all of the other information in our Registration Statement on Form 10 and in this Quarterly Report on Form 10-Q (including the disclosures in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our condensed consolidated financial statements and related notes), and in the other documents that we file with the SEC.
There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Registration Statement on Form 10, as amended.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) None.
(b) Not applicable.
(c) None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None
| 18 |
| Table of Contents |
Item 6 - Exhibits
Number Description of Exhibit
Amended Certificate of Designation filed February 20, 2024, with the Nevada Secretary of State** | |
101. INS | Inline XBRL Instance Document |
101.SCH | Inline XBRL Taxonomy Schema |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase |
101.DEF | Inline XBRL Taxonomy Definition Linkbase |
101.LAB | Inline XBRL Taxonomy Label Linkbase |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Previously Filed as part of the Company’s Registration Statement on Form 1-A, specifically as exhibits to the Part II-Offering Circular thereto, originally filed with the SEC on February 29, 2024. |
| ** | Previously Filed as part of the Company’s Registration Statement on Form 10 filed with the SEC on February 3, 2025. |
| *** | Filed herewith |
| # | The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. |
| 19 |
| Table of Contents |
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. |
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Date: March 19, 2026 | By: | /s/ Naveen Krishnarao Kulkarni |
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| Name: | Naveen Krishnarao Kulkarni |
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| Title: | Chief Executive Officer & Chief Financial Officer |
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| 20 |