Quantum Genesis AI proposes $5M offering at $0.01

Quantum Genesis AI Corp. reports 40,972,050 common equity units outstanding alongside the proposed securities offering.

Accepted by SEC EDGAR 10/30/2026 - 04:07 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Quantum Genesis AI Corp. proposes a Regulation A offering of 500,000,000 securities at $0.0100 per security, for an aggregate offering price of $5,000,000.00. Estimated net proceeds to the issuer are $4,950,000.00.

Reported financial figures show $0.00 in revenue and net income of -$24,912.00. Total liabilities are $443,313.00, while stockholders’ equity is -$443,254.00.

Filing Explained

The filing lists 40,972,050 securities outstanding in the offered class; if the proposed securities are issued as additional shares, the larger share count would reduce existing holders’ percentage ownership.

Key Figures

Securities offered: 500,000,000 securities Price per security: $0.0100 Aggregate offering price: $5,000,000.00 +5 more

8 metrics

Securities offered 500,000,000 securities Proposed Regulation A offering

Price per security $0.0100 Proposed offering

Aggregate offering price $5,000,000.00 Securities offered on behalf of the issuer

Estimated net proceeds $4,950,000.00 To the issuer

Total revenues $0.00 Reported financial figures

Net income -$24,912.00 Reported financial figures

Total liabilities $443,313.00 Reported financial figures

Total stockholders' equity -$443,254.00 Reported financial figures

Key Terms

Regulation A, aggregate offering price, net proceeds

3 terms

Regulation A regulatory

"REGULATION A OFFERING STATEMENT"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

aggregate offering price financial

"definition of "aggregate offering price""

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

net proceeds financial

"Estimated net proceeds to the issuer"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many securities is QGAI offering, and at what price?

Quantum Genesis AI Corp. proposes to offer 500,000,000 securities at $0.0100 per security, for an aggregate offering price of $5,000,000.00.

How much does QGAI expect to receive from the offering?

Estimated net proceeds to the issuer are $4,950,000.00.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 1-A Issuer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933	OMB APPROVAL
FORM 1-A		OMB Number: 3235-0286 Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001663038
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-12825
Is this a LIVE or TEST Filing?	LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name

Phone

E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter	Quantum Genesis AI Corp.
Jurisdiction of Incorporation / Organization	NEVADA
Year of Incorporation	2015
CIK	0001663038
Primary Standard Industrial Classification Code	INDUSTRIAL ORGANIC CHEMICALS
I.R.S. Employer Identification Number	36-4806481
Total number of full-time employees	1
Total number of part-time employees	0

Contact Infomation

Address of Principal Executive Offices

Address 1	15656 BERNARDO CENTER DRIVE
Address 2	SUITE 801
City	SAN DIEGO
State/Country	CALIFORNIA
Mailing Zip/ Postal Code	92127
Phone	858-203-0312

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name	Jonathan Leinwand
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Banking Insurance Other

Balance Sheet Information

Cash and Cash Equivalents	$ 59.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 0.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 0.00
Property and Equipment	$
Total Assets	$ 59.00
Accounts Payable and Accrued Liabilities	$ 175502.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 0.00
Total Liabilities	$ 443313.00
Total Stockholders' Equity	$ -443254.00
Total Liabilities and Equity	$ 59.00

Statement of Comprehensive Income Information

Total Revenues	$ 0.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 0.00
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ -24912.00
Earnings Per Share - Basic	$ 0.00
Earnings Per Share - Diluted	$ 0.00

Name of Auditor (if any) Fruci & Associates II, PLLC

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	Common Stock
Common Equity Units Outstanding	40972050
Common Equity CUSIP (if any):	75955E205
Common Equity Units Name of Trading Center or Quotation Medium (if any)	OTC Markets

Preferred Equity

Preferred Equity Name of Class (if any)	Series A
Preferred Equity Units Outstanding	0
Preferred Equity CUSIP (if any)	N/A
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Series B
Preferred Equity Units Outstanding	500
Preferred Equity CUSIP (if any)	N/A
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Debt Securities

Debt Securities Name of Class (if any)
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):	N/A
Debt Securities Name of Trading Center or Quotation Medium (if any)	None

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited	Unaudited Audited

Types of Securities Offered in this Offering Statement (select all that apply)

Equity (common or preferred stock)

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	Yes No
Does the issuer intend this offering to last more than one year?	Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	Yes No
Will the issuer be conducting a best efforts offering?	Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	Yes No
Number of securities offered	500000000
Number of securities of that class outstanding	40972050

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security	$ 0.0100
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 5000000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 5000000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider		Underwriters - Fees	$ 0.00
Sales Commissions - Name of Service Provider		Sales Commissions - Fee	$ 0.00
Finders' Fees - Name of Service Provider		Finders' Fees - Fees	$ 0.00
Accounting or Audit - Name of Service Provider	Fruci & Associates II, PLLC	Accounting or Audit - Fees	$ 10000.00
Legal - Name of Service Provider	Jonathan D. Leinwand, P.A.	Legal - Fees	$ 20000.00
Promoters - Name of Service Provider		Promoters - Fees	$ 0.00
Blue Sky Compliance - Name of Service Provider	Jonathan D. Leinwand, P.A.	Blue Sky Compliance - Fees	$ 20000.00
CRD Number of any broker or dealer listed:

Estimated net proceeds to the issuer	$ 4950000.00
Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions ALASKA ALABAMA ARKANSAS ARIZONA CALIFORNIA COLORADO CONNECTICUT DISTRICT OF COLUMBIA DISTRICT OF COLUMBIA DISTRICT OF COLUMBIA DISTRICT OF COLUMBIA DELAWARE FLORIDA GEORGIA HAWAII IOWA IDAHO ILLINOIS INDIANA KANSAS KENTUCKY LOUISIANA MASSACHUSETTS MARYLAND MAINE MICHIGAN MINNESOTA MISSOURI MISSISSIPPI MONTANA NORTH CAROLINA NORTH DAKOTA NEBRASKA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEVADA NEW YORK OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VIRGINIA VERMONT WASHINGTON WISCONSIN WEST VIRGINIA WYOMING

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None

Same as the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption