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 | |
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.
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.
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.
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 | |
