10-Q/A - Quantum Genesis AI Corp.

Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend] SEC Accession No. 0001477932-26-002256

Filing Date: 2026-04-15

Accepted: 2026-04-15 13:45:22

Documents: 3

Period of Report: 2025-10-31

Quantum Genesis AI Corp. (Filer) CIK : 0001663038 (see all company filings) EIN. : 364806481 | State of Incorp.: NV | Fiscal Year End: 0731 Type: 10-Q/A | Act: 34 | File No.: 000-56725 | Film No.: 26863567 SIC : 2860 Industrial Organic Chemicals (CF Office: 08 Industrial Applications and Services)

1 | FORM 10-Q/A | qtzm_10qa.htm | 10-Q/A

2 | CERTIFICATION | qtzm_ex311.htm | EX-31.1

3 | CERTIFICATION | qtzm_ex321.htm | EX-32.1

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: October 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ____________ to ____________. QUANTUMZYME 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 December 15, 2025, the registrant had 38,962,050 shares of common stock issued and outstanding. QUANTUMZYME CORP. FORM 10-Q Index PART I. FINANCIAL INFORMATION Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations. 4 2 Table of Contents Explanatory Note The Company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended October 31, 2025 (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. 3 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 months ended October 31, 2025 and 2024 Revenues We earned no revenues for three months ended October 31, 2025 or 2024. Operating Expenses We incurred $39,196 in operating expenses for the three months ended October 31, 2025, as compared with $60,934 in the three months ended October 31, 2024. The decrease in operating expenses is the result of decreased professional fees during the three months ended October 31, 2025. 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 $10,672 for the three months ended October 31, 2025, compared to other expenses of $4,589 for the three months ended October 31, 2024. The increase in other expenses was the result of increased interest expense associated additional debt incurred during the three months ended October 31, 2025. Net Loss We recorded a net loss of $49,868 for the three months ended October 31, 2025, compared to a net loss $65,523 for the three months ended October 31, 2024. 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 three months ended October 31, 2025 the Company incurred net losses of $49,868, accumulated deficits of $5,686,435, and used cash in operations in the amount of $19,913. 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. 4 Table of Contents 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 October 31, 2025, we had total current assets of $184 and total current liabilities of $490,769. We had a working capital deficit of $490,585 as of October 31, 2025. Net cash used by operating activities was $19,913 for the three months ended October 31, 2025, as compared with $35,057 cash used for the three months ended October 31, 2024. 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 $19,513 in cash for the three months ended October 31, 2025, as compared with $40,125 for the three months ended October 31, 2024.The decrease in cash provided by financing activities was the result of proceeds provided through the issuance of more notes during the three months ended October 31, 2024. 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. Subsequent to the period covered by this report, the Co