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  4. [10-Q] Quantum Genesis AI Corp. Quarterly Earnings Report

Quantum Genesis AI (QGAI) records $4.4M loss and severe cash shortfall

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Quantum Genesis AI Corp. reported no revenue for the quarter and nine months ended April 30, 2026 and remains a pre-revenue company. For the nine-month period, it posted a net loss of $4,404,437, driven largely by a $4,325,872 loss on settlement of debt, compared with a net loss of $161,092 a year earlier. Cash was only $59 at April 30, 2026 against current liabilities of $443,313, resulting in a working capital deficit of $443,254 and total stockholders’ deficit of $443,254. Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern and notes reliance on future financing without firm agreements. During the period, the company issued 2,010,000 common shares valued at $4,401,900 to settle $76,028 of notes and interest, creating significant non-cash loss and dilution. Operating expenses declined year over year due to lower professional fees, but the business continues to fund itself mainly through promissory notes. The company also formalized assignment of key enzyme-design intellectual property and discloses that its disclosure controls and internal control over financial reporting are not effective, with material weaknesses tied to limited staffing and lack of an audit committee.

Positive

  • None.

Negative

  • None.

Insights

Pre-revenue, heavy non-cash loss, severe going-concern risks.

Quantum Genesis AI Corp. remains pre-revenue and posted a nine-month net loss of $4,404,437, largely from a $4,325,872 loss on settlement of debt. Core operating expenses actually fell as professional fees declined, but the business is still dependent on external funding.

Liquidity is extremely tight: cash was $59 versus current liabilities of $443,313, and notes payable totaled $251,209. The company issued 2,010,000 shares valued at $4,401,900 to retire only $76,028 of obligations, highlighting potential dilution pressure for equity holders.

Management explicitly notes “substantial doubt” about the ability to continue as a going concern, no firm financing agreements, and material weaknesses in internal control over financial reporting. Future filings for periods after April 30, 2026 will be important to see whether new capital, revenue traction, or control remediation emerges.

Net loss (nine months) $4,404,437 Nine months ended April 30, 2026
Net loss (prior-year nine months) $161,092 Nine months ended April 30, 2025
Cash balance $59 As of April 30, 2026
Current liabilities $443,313 As of April 30, 2026
Working capital deficit $443,254 As of April 30, 2026
Notes payable $251,209 As of April 30, 2026
Loss on settlement of debt $4,325,872 Nine months ended April 30, 2026
Shares outstanding 40,972,050 shares Common shares as of April 30, 2026
going concern financial
"These conditions raise substantial doubt about the Company’s ability to continue as a going concern."
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
loss on settlement of debt financial
"resulting in a loss on settlement of debt of $4,325,872."
material weakness financial
"Management has determined that a material weakness exists due to a lack of segregation of duties"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
Series B Preferred Stock financial
"Series B Preferred Stock is convertible at a ratio of 1:50 , and,"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
fair value hierarchy financial
"ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques"
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10-Q Quarterly Reports: What Changes Quarter to Quarter →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒

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

 

For the Quarterly Period Ended: April 30, 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: +1 858-203-0312

(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 June 11, 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 1.

Condensed Financial Statements.

 

4

 

 

CONDENSED BALANCE SHEETS

 

4

 

 

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

 

5

 

 

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT (UNAUDITED)

 

6

 

 

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) 

 

7

 

 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

8

 

Item 2.

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

 

14

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

 

15

 

Item 4.

Controls and Procedures.

 

15

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

18

 

Item 1A.

Risk Factors.

 

18

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

18

 

Item 3.

Defaults Upon Senior Securities.

 

18

 

Item 4.

Mine Safety Disclosures.

 

18

 

Item 5.

Other Information.

 

18

 

Item 6.

Exhibits.

 

19

 

 

 
2

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. 

 

 
3

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

QUANTUM GENESIS AI CORP.

(FKA QUANTUMZYME CORP.)

CONDENSED BALANCE SHEETS

 

 

 

April 30, 2026

 

 

July 31, 2025

 

ASSETS

 

(Unaudited)

 

 

(Audited)

 

Cash

 

$

59

 

 

$

584

 

Prepaid expenses

 

 

-

 

 

 

-

 

Total current assets

 

 

59

 

 

 

584

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

59

 

 

$

584

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

175,502

 

 

$

175,218

 

Due to related parties

 

 

16,602

 

 

 

17,002

 

Notes payable

 

 

251,209

 

 

 

249,081

 

Total current liabilities

 

 

443,313

 

 

 

441,301

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

443,313

 

 

 

441,301

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (See note 5)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Shares 130,000,000 authorized shares, par value $0.00001 0 shares issued and outstanding as of April 30, 2026 and July 31, 2025, respectively

 

 

-

 

 

 

-

 

Series A Preferred Shares 10,000,000 authorized shares, par value $0.00001 0 shares issued and outstanding as of April 30, 2026 and July 31, 2025, respectively

 

 

-

 

 

 

-

 

Series B Preferred Shares 10,000,000 authorized shares, par value $0.00001 500 shares issued and outstanding as of April 30, 2026 and July 31, 2025, respectively

 

 

5

 

 

 

5

 

Common Shares 750,000,000 authorized shares, par value $0.00001; 40,972,050 and 38,962,050 shares issued and outstanding as of April 30, 2026 and July 31, 2025, respectively

 

 

409

 

 

 

389

 

Additional paid-in capital

 

 

9,597,336

 

 

 

5,195,456

 

Accumulated deficit

 

 

(10,041,004)

 

 

(5,636,567)

Total stockholders' deficit

 

 

(443,254)

 

 

(440,717)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$

59

 

 

$

584

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
4

Table of Contents

 

QUANTUM GENESIS AI CORP.

(FKA QUANTUMZYME CORP.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the quarter ended

 

 

For the nine months ended

 

 

 

April 30

 

 

April 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

5,966

 

 

 

11,453

 

 

 

25,029

 

 

 

16,365

 

Professional fees

 

 

13,117

 

 

 

49,000

 

 

 

34,632

 

 

 

129,556

 

Total operating expenses

 

 

19,083

 

 

 

60,453

 

 

 

59,661

 

 

 

145,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(19,083 )

 

 

(60,453 )

 

 

(59,661 )

 

 

(145,921 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(5,829 )

 

 

(5,310 )

 

 

(18,904 )

 

 

(15,171 )

Loss on conversion of debt

 

 

-

 

 

 

-

 

 

 

(4,325,872 )

 

 

-

 

Total other expenses

 

 

(5,829 )

 

 

(5,310 )

 

 

(4,344,776 )

 

 

(15,171 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before tax provision

 

 

(24,912 )

 

 

(65,763 )

 

 

(4,404,437 )

 

 

(161,092 )

Tax provision

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(24,912 )

 

$(65,763 )

 

$(4,404,437 )

 

$(161,092 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share: basic and diluted

 

$(0.00 )

 

$(0.00 )

 

$(0.11 )

 

$(0.00 )

Weighted average common shares outstanding - basic and diluted

 

 

35,327,050

 

 

 

35,327,050

 

 

 

38,962,050

 

 

 

35,117,811

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
5

Table of Contents

 

QUANTUM GENESIS AI CORP.

(FKA QUANTUMZYME CORP.)

CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

(Unaudited)

 

 

 

Series B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred

 

 

 

 

Common

 

 

 

 

Paid-In

 

 

Accumulated

 

 

Stockholders' 

 

 

 

Shares

 

 

Par Value

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance, July 31, 2025

 

 

500

 

 

$5

 

 

 

38,962,050

 

 

$389

 

 

$5,195,456

 

 

$(5,636,567)

 

$(440,717)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(49,868)

 

 

(49,868)

Balance, October 31, 2025

 

 

500

 

 

 

5

 

 

 

38,962,050

 

 

 

389

 

 

 

5,195,456

 

 

 

(5,686,435)

 

 

(490,585)

Shares issued for conversion of debt

 

 

-

 

 

 

-

 

 

 

2,010,000

 

 

 

20

 

 

 

4,401,880

 

 

 

-

 

 

 

4,401,900

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,329,657)

 

 

(4,329,657)

Balance, January 31, 2026

 

 

500

 

 

 

5

 

 

 

40,972,050

 

 

 

409

 

 

 

9,597,336

 

 

 

(10,016,092)

 

 

(418,342)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(24,912)

 

 

(24,912)

Balance, April 30, 2026

 

 

500

 

 

$5

 

 

 

40,972,050

 

 

$409

 

 

$9,597,336

 

 

$(10,041,004)

 

$(443,254)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2024

 

 

500

 

 

$5

 

 

 

34,777,050

 

 

$347

 

 

$5,153,647

 

 

$(5,437,298)

 

$(283,299)

Shares issued for cash

 

 

-

 

 

 

-

 

 

 

550,000

 

 

 

6

 

 

 

5,494

 

 

 

-

 

 

 

5,500

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(65,523)

 

 

(65,523)

Balance, October 31, 2024

 

 

500

 

 

 

5

 

 

 

35,327,050

 

 

 

353

 

 

 

5,159,141

 

 

 

(5,502,821)

 

 

(343,323)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(29,806)

 

 

(29,806)

Balance, January 31, 2025

 

 

500

 

 

 

5

 

 

 

35,327,050

 

 

 

353

 

 

 

5,159,141

 

 

 

(5,532,627)

 

 

(373,129)

Shares issued for cash

 

 

-

 

 

 

-

 

 

 

3,635,000

 

 

 

36

 

 

 

36,314

 

 

 

-

 

 

 

36,350

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65,763)

 

 

(65,763)

Balance, April 30, 2025

 

 

500

 

 

$5

 

 

 

38,962,050

 

 

$389

 

 

$5,195,455

 

 

$(5,598,390)

 

$(402,541)

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
6

Table of Contents

 

QUANTUM GENESIS AI CORP.

(FKA QUANTUMZYME CORP.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the nine months ended

 

 

 

April 30, 2026

 

 

April 30, 2025

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$(4,404,437 )

 

$(161,092 )

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Loss on conversion of debt

 

 

4,325,872

 

 

 

(2,500 )

Changes in assets and liabilities

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

-

 

 

 

10,000

 

Accounts payable

 

 

16,012

 

 

 

35,892

 

Due to related party

 

 

(400 )

 

 

1,150

 

Net cash from operating activities

 

 

(62,953 )

 

 

(116,550 )

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from the issuance of common stock

 

 

-

 

 

 

41,850

 

Proceeds from notes payable

 

 

62,428

 

 

 

75,284

 

Net cash from financing activities

 

 

62,428

 

 

 

117,134

 

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

(525 )

 

 

584

 

Cash, beginning of period

 

 

584

 

 

 

-

 

Cash, end of period

 

$59

 

 

$584

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Shares issued for settlement of notes payable and accrued liabilities

 

$76,028

 

 

$3,200

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

7

Table of Contents

 

QUANTUM GENESIS AI CORP.

(FKA QUANTUMZYME CORP.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

April 30, 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 (1,500,000) restricted shares of the Company’s common stock (Post split), representing approximately Seventy-Three (73%) percent of the Company’s issued and outstanding shares.

 

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 $22,500 during the three months ended October 31, 2025. The error was corrected during the three months ended April 30, 2026 reduction of professional fees and total liabilities. The effect of the error corrections on the prior periods has been determined to be immaterial.

 

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 nine months ended April 30, 2026, the Company incurred net losses of $4,404,437, accumulated deficits of $10,041,004, and used cash in operations in the amount of $62,953. 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.

 

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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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 April 30, 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 April 30, 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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NOTE 4 – PROMISSORY NOTES

 

Promissory notes payable as of April 30, 2026 and July 31, 2025 consists of the following:

 

 

 

April 30, 2026

 

 

July 31, 2025

 

Dated June 14, 2021

 

$6,000

 

 

$6,000

 

Dated July 20, 2021

 

 

642

 

 

 

642

 

Dated February 10, 2023

 

 

-

 

 

 

15,300

 

Dated February 10, 2023

 

 

12,750

 

 

 

12,750

 

Dated March 14, 2023

 

 

6,161

 

 

 

6,161

 

Dated April 28, 2023

 

 

7,803

 

 

 

7,803

 

Dated April 28, 2023

 

 

8,077

 

 

 

8,077

 

Dated May 4, 2023

 

 

5,904

 

 

 

5,904

 

Dated July 31, 2023

 

 

3,392

 

 

 

3,392

 

Dated September 8, 2023

 

 

2,000

 

 

 

2,000

 

Dated September 11, 2023

 

 

2,500

 

 

 

2,500

 

Dated September 13, 2023

 

 

6,000

 

 

 

6,000

 

Dated September 20, 2023

 

 

2,000

 

 

 

2,000

 

Dated September 29, 2023

 

 

-

 

 

 

20,000

 

Dated October 11, 2023

 

 

-

 

 

 

25,000

 

Dated October 16, 2023

 

 

6,000

 

 

 

6,000

 

January 31, 2024

 

 

1,420

 

 

 

1,420

 

February 8, 2024

 

 

7,500

 

 

 

7,500

 

February 21, 2024

 

 

7,000

 

 

 

7,000

 

February 22, 2024

 

 

1,865

 

 

 

1,865

 

April 2, 2024

 

 

1,902

 

 

 

1,902

 

April 22, 2024

 

 

5,000

 

 

 

5,000

 

May 5, 2024

 

 

450

 

 

 

450

 

June 17, 2024

 

 

3,000

 

 

 

3,000

 

June 25, 2024

 

 

10,000

 

 

 

10,000

 

August 2, 2024

 

 

6,000

 

 

 

6,000

 

August 16, 2024

 

 

3,125

 

 

 

3,125

 

September 12, 2024

 

 

1,500

 

 

 

1,500

 

October 28, 2024

 

 

10,000

 

 

 

10,000

 

October 29, 2024

 

 

5,000

 

 

 

5,000

 

October 29, 2024

 

 

6,500

 

 

 

6,500

 

December 5, 2024

 

 

8,000

 

 

 

8,000

 

December 7, 2024

 

 

3,190

 

 

 

3,190

 

February 11, 2025

 

 

2,500

 

 

 

2,500

 

February 28, 2025

 

 

8,300

 

 

 

8,300

 

March 4, 2025

 

 

4,500

 

 

 

4,500

 

April 30, 2025

 

 

14,169

 

 

 

14,169

 

July 31, 2025

 

 

8,631

 

 

 

8,631

 

August 21, 2025

 

 

1,383

 

 

 

-

 

October 31, 2025

 

 

18,130

 

 

 

-

 

January 31, 2026

 

 

23,772

 

 

 

-

 

February 26, 2026

 

 

9,890

 

 

 

-

 

April 30, 2026

 

 

9,253

 

 

 

-

 

Total notes payable

 

$251,209

 

 

$249,081

 

 

 
11

Table of Contents

 

 

During the nine months ended April 30, 2026 and 2025, the Company issued various promissory notes amounting to $62,428 and $75,284 for general operating purposes to a single noteholder. The notes carry a 10% interest rate and are due upon 10 days written notice. As of April 30, 2025 and July 31 2025, the Company had amounts due to the note holder of $251,209 and $249,081, respectively. On January 20, 2026, the Company issued 2,010,000 shares of common stock valued at $4,401,900 to settle $60,300 in note payable and $15,728 in accrued interest resulting in a loss on settlement of debt of $4,325,872.

 

On June 14, 2021, the Company issued a promissory note for proceeds of $6,000. The note is due on demand and accrues interest at 10% per annum. On July 17, 2023, the note holder sold and assigned $3,200 of the balance to two unrelated parties. On July 25, 2023, the new note holders settled the combined balance of $3,200 for the issue of 3,200,000 shares of common stock valued at $3,200.

 

During the nine months ended April 30, 2026 and 2025, the Company recorded interest expense of $18,904 and $15,171, respectively.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

As of April 30, 2026 and July 31, 2025, the amount due to related parties was $16,602 and $17,002, respectively. Amounts due to related parties are non-interest bearing and due on demand.

 

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 750,000,000 shares with par value of $0.00001. As of April 30, 2026 and July 31, 2025, the Company had 40,972,050 and 38,962,050 shares of common stock issued and outstanding.

 

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 75,000,000 to 900,000,000, consisting of 750,000,000 shares of Common Stock, par value $0.00001 and 150,000,000 shares of authorized but undesignated preferred stock, par value $0.00001.

 

On March 31, 2023, the Company’s Board of Directors approved a 1 to 100 reverse stock split as of the record date of March 31, 2023. As of the date of filing the reverse stock split has not been approved by FINRA. The financial statements have been retroactively restated to show the effect of the stock split.

 

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 10,000,000 shares as Series A Preferred Shares the designations, powers, preferences, rights, and restrictions granted or imposed upon the Series A Preferred Shares and holders thereof are as follows:

 

 

(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 1:10; and,

 

(iii)

(iii) Series A Preferred Stock votes by multiplying the number of shares of Series A Preferred Stock held by such holder by 100.

 

 
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Additionally, the Company’s Certificate of Designation, designates 10,000,000 shares as Series B Preferred Shares the designations, powers, preferences, rights, and restrictions granted or imposed upon the Series B Preferred Shares and holders thereof are as follows:

 

 

(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 1:50, and,

 

(iii)

Series B Preferred Stock votes by multiplying the number of shares of Series B Preferred Stock held by such holder by 500.

 

On January 20, 2026, the Company issued 2,010,000 shares of common stock valued at $4,401,900 to settle $60,300 in note payable and $15,728 in accrued interest.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to April 30, 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.

 

Business update

 

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.

 

The Company and its Chief Executive Officer have 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.

 

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 nine months ended April 30, 2026 and 2025

 

Revenues

 

We earned no revenues for three and nine months ended April 30, 2026 or 2025.

 

Operating Expenses

 

We incurred $19,083 in operating expenses for the three months ended April 30, 2026, as compared with $60,453 in the three months ended April 30, 2025. The decrease in operating expenses is the result of decreased professional fees during the three months ended April 30, 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 $59,661 in operating expenses for the nine months ended April 30, 2026, as compared with $145,921 in the nine months ended April 30, 2025. The decrease in operating expenses is the result of decreased professional fees during the nine months ended April 30, 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 $5,829 for the three months ended April 30, 2026, compared to other expenses of $5,310 for the three months ended April 30, 2025. The increase in other expenses was the result of an increase in debt as of April 30, 2026.

 

We had other expenses of $4,344,776 for the nine months ended April 30, 2026, compared to other expenses of $15,171 for the nine months ended April 30, 2025. The increase in other expenses was the result of a loss on settlement of debt that occurred during the nine months ended April 30, 2026.

 

Net Loss

 

We recorded a net loss of $24,912 for the three months ended April 30, 2026, compared to a net loss $65,763 for the three months ended April 30, 2025. The decrease in net loss was associated with the factors discussed above.

 

We recorded a net loss of $4,404,437 for the nine months ended April 30, 2026, compared to a net loss $161,092 for the nine months ended April 30, 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 nine months ended April 30, 2026 the Company incurred net losses of $4,404,437, accumulated deficits of $10,041,004, and used cash in operations in the amount of $62,953. 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 April 30, 2026, we had total current assets of $59 and total current liabilities of $443,313. We had a working capital deficit of $443,254 as of April 30, 2026.

 

Net cash used by operating activities was $62,953 for the nine months ended April 30, 2026, as compared with $116,550 cash used for the nine months ended April 30, 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 $62,428 in cash for the nine months ended April 30, 2026, as compared with $117,134 for the nine months ended April 30, 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 April 30, 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 April 30, 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 April 30, 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.

 

 

*

We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

 

 

*

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.

 

 
16

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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 April 30, 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.

 

 

*

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.

 

 

*

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.

 

 

*

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 April 30, 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

 

3.1

Articles of Incorporation, as amended*

3.2

Amended Certificate of Designation filed February 20, 2024, with the Nevada Secretary of State**

3.3

Bylaws*

31.1

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13A-14(A) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***

32.1

Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. ***

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.

 

 

 

 

 

Date: June 11, 2026

By:

/s/ Naveen Krishnarao Kulkarni

 

 

Name:

Naveen Krishnarao Kulkarni

 

 

Title:

Chief Executive Officer & Chief Financial Officer

 

 

 
20

Source: View Original Filing on SEC EDGAR

FAQ

How much revenue did Quantum Genesis AI Corp. (QGAI) generate in the latest quarter?

Quantum Genesis AI Corp. generated no revenue for the quarter and nine months ended April 30, 2026. The company remains pre-revenue, funding operations through debt and equity rather than operating cash flows, which heightens its dependence on external financing.

What was Quantum Genesis AI Corp.’s net loss for the nine months ended April 30, 2026?

Quantum Genesis AI Corp. reported a net loss of $4,404,437 for the nine months ended April 30, 2026, compared with $161,092 in the prior-year period. The increase mainly reflects a large non-cash loss on settlement of debt recorded during the current period.

What is the liquidity position of Quantum Genesis AI Corp. (QGAI) as of April 30, 2026?

As of April 30, 2026, Quantum Genesis AI Corp. had cash of $59 and current liabilities of $443,313, resulting in a working capital deficit of $443,254. Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern.

How did Quantum Genesis AI Corp. settle debt using equity during the period?

On January 20, 2026, the company issued 2,010,000 common shares valued at $4,401,900 to settle $60,300 of notes payable and $15,728 of accrued interest. This transaction created a $4,325,872 loss on settlement of debt and diluted existing shareholders.

Does Quantum Genesis AI Corp. have effective internal controls over financial reporting?

Management concluded that internal control over financial reporting is not effective as of April 30, 2026. Material weaknesses include insufficient personnel, limited segregation of duties, and lack of an audit committee, although management believes the financial statements presented are materially correct.

What intellectual property developments did Quantum Genesis AI Corp. report in this filing?

The company highlighted enzyme design intellectual property tied to a U.S. patent application on modified polypeptides for ibuprofen synthesis. An Assignment Agreement between the CEO and the company confirms that all related rights are assigned to Quantum Genesis AI Corp., effective November 2, 2023.