Quantum Genesis AI Corp.
Regulation A+ Tier 2 offering · Form 1-A filed October 8, 2026 · San Diego, California
Quantum Genesis AI Corp. is a Nevada computational biotechnology company developing engineered enzymes for pharmaceutical active ingredient production, with a lead ibuprofen enzyme program. It reported no revenues for the nine months ended April 30, 2026, and is offering up to $5,000,000 of common stock on a best-efforts basis.
Profile details below were extracted automatically from the issuer's offering circular and exhibits. Terms, financials and the service provider table come directly from the SEC's structured Part I data of Form 1-A.
Offering terms
- Security
- Equity (common or preferred stock)
- Tier
- Tier 2
- Maximum aggregate offering
- $5,000,000
- Price per security
- $0.06
- Securities offered
- 625,000,000
- Securities outstanding
- 40,972,050
- Offered by issuer
- $5,000,000
- Offered by selling holders
- $0
- Estimated net proceeds
- $4,950,000
- Offering type
- Continuous or delayed offering; best efforts
- Financial statements
- Audited, Fruci & Associates II, PLLC
- Underwriter / broker-dealer
- Not named in Part I
- Qualification date
- November 2, 2026
- Status
- Qualified
- Testing the waters
- No
- Offered in
- 54 states
Fees and service providers in Part I
| Role | Firm | Fee |
|---|---|---|
| Auditor | Fruci & Associates II, PLLC | $10,000 |
| Legal counsel | Jonathan D. Leinwand, P.A. | $20,000 |
| Blue sky | Jonathan D. Leinwand, P.A. | $20,000 |
As named in the Part I summary of the Form 1-A (item 5). Fees are anticipated amounts for the offering as filed.
Financials as filed
| Item | Most recent fiscal year |
|---|---|
| Revenue | $0 |
| Cost and expenses applicable to revenue | $0 |
| Depreciation and amortization | $0 |
| Net income (loss) | -$24,912 |
| Earnings (loss) per share, basic | 0.00 |
| Earnings (loss) per share, diluted | 0.00 |
| Total assets | $59 |
| Cash and equivalents | $59 |
| Investment securities | $0 |
| Accounts receivable | $0 |
| Property, plant and equipment | $0 |
| Accounts payable | $175,502 |
| Long-term debt | $0 |
| Total liabilities | $443,313 |
| Total stockholders' equity | -$443,254 |
One fiscal year as reported in Part I of Form 1-A. 1 employees (1 full time, 0 part time).
Securities outstanding
| Class | Type | Outstanding |
|---|---|---|
| Common Stock | Common equity | 40,972,050 |
| Series A | Preferred equity | 0 |
Use of proceeds
Net proceeds after estimated offering expenses of $50,000 at 100% sold are $4,950,000, allocated to commercialization ($1,950,000), strategic R&D ($1,000,000), management, technical and scientific team ($750,000), outsourced pilot manufacturing ($250,000), and IP pipeline and acquisitions ($1,000,000). Net proceeds are $3,700,000 at 75% sold, $2,450,000 at 50% sold, and $1,200,000 at 25% sold, with allocations scaled proportionally. Management retains broad discretion over allocation.
Valuation
The Board of Directors set the price between $0.008 and $0.12 per share using its business judgment. The stated price bears no relationship to book value or any other measure of current value. No pre-money valuation is stated.
Prior raises
In February 2023 the Company issued 1,500,000 restricted shares (post split) to Naveen Krishna Rao Kulkarni for acquired enzyme catalyst assets. In July 2023 it issued 3,200,000 shares to settle $3,200 of notes payable. During the fiscal year ended July 31, 2025 it issued 4,185,000 common shares for $41,850 cash. 500 Series B Preferred shares are outstanding. No prior Regulation A offerings are stated.
Financial statements
Financial statements for the fiscal years ended July 31, 2025 and 2024 are audited by Fruci & Associates II, PLLC (Spokane, Washington; PCAOB ID 05525), with a report dated November 13, 2025 that includes a going concern emphasis. Interim results for the nine months ended April 30, 2026 are presented without a stated audit or review.