SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended April 30, 2018 or

 

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

 

For the transition period from ____________________to ____________________

 

333-216960

Commission file number

 

Quanta, Inc.

(formerly known as Freight Solution, Inc.)

(Exact name of registrant as specified in its charter)

 

Nevada

 

81-2749032

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

110 E. 9th Street, 12B, Los Angeles, CA

 

90079

(Address of principal executive offices)

 

(Zip Code)

 

(424) 261-2568

Registrant’s telephone number, including area code

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001

 

 

Indicate by check mark whether the registrant (1) has filed all reports required 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 [X] No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

 

Yes [X] No [   ]

(Does not currently apply to the Registrant)


 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]

 

 

Emerging growth company

[   ]

 

If an emerging growth company, indicate by check mark if the registrant 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 [X]

 

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $34,500. The registrant’s last reported sale during that time period was $0.01 per share.

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

 

Class

 

Outstanding August 15, 2018

Common Stock, $0.001 par value per share

 

40,900,000 shares

 

 

 

 

 

 


 

TABLE OF CONTENTS

 

Item 1.

Business.

2

Item 1A.

Risk Factors

2

Item 1B.

Unresolved Staff Comments.

7

Item 2.

Properties.

7

Item 3.

Legal Proceedings.

7

Item 4.

Submission of Matters to a Vote of Security Holders

7

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

8

Item 7.

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

9

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

14

Item 8.

Financial Statements and Supplementary Data.

F-1

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

15

Item 9A.

Controls and Procedures.

15

Item 9B.

Other Information.

16

Item 10.

Directors, Executive Officers and Corporate Governance.

16

Item 11.

Executive Compensation.

18

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

19

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

23

Item 14.

Principal Accounting Fees and Services.

23

Item 15.

Exhibits, Financial Statement Schedules.

24

SIGNATURES

25

 

 

 


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements that involve a number of risks and uncertainties. Although our forward-looking statements reflect the good faith judgment of our management, these statements can be based only on facts and factors of which we are currently aware. Consequently, forward-looking statements are inherently subject to risks and uncertainties. Actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.

 

Forward-looking statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements under the captions “Risk Factors,” “Management’s Discussion and Analysis or Plan of Operation” and “Description of Business,” as well as other sections in this report. Such forward-looking statements are based on our management’s current plans and expectations and are subject to risks, uncertainties and changes in plans that may cause actual results to differ materially from those anticipated in the forward-looking statements. You should be aware that, as a result of any of these factors materializing, the trading price of our common stock may decline. These factors include, but are not limited to, the following:

 

the availability and adequacy of capital to support and grow our business; 

economic, competitive, business and other conditions in our local and regional markets; 

actions taken or not taken by others, including competitors, as well as legislative, regulatory, judicial and other governmental authorities; 

competition in our industry; 

changes in our business and growth strategy, capital improvements or development plans; 

the availability of additional capital to support development; and 

other factors discussed elsewhere in this annual report. 

 

The cautionary statements made in this annual report are intended to be applicable to all related forward-looking statements wherever they may appear in this report.

 

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.


1


 

 

PART I

 

Item 1. Business.

 

Effective June 6, 2018, Quanta, Inc., formerly known as Freight Solution, Inc., a Nevada corporation (the “Registrant” or the “Company”) consummated an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), with Bioanomaly, Inc., a California corporation d/b/a Quanta (“Quanta”) and Quanta Acquisition Corp., a California corporation and wholly-owned subsidiary of the Company (“Acquisition”). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into Quanta in a statutory reverse triangular merger (the “Merger”) with Quanta surviving as a wholly-owned subsidiary of the Company.

 

Quanta is an applied science company focused on increasing energy levels in plant matter to increase performance within the human body. Our proprietary technology uses quantum mechanics to increases bio-activity of targeted molecules to enhance the desired effects. We specialize in potentiating rare naturally occurring elements to create impactful and sustainable healing solutions that are as powerful and predictable as pharmaceutical drugs.

 

We offer our technology as a platform, making it accessible to existing high-quality product makers with existing distribution channels, as well as consumer products. Our mission is to power as many impactful, high-performing wholly organic solutions as possible through a series of licensing and distribution partnerships.

 

BioAnomaly Inc. was founded in 2016 by a group of technology and industry entrepreneurs and provides licensed technology solutions to natural product companies in multiple verticals. Our headquarters is located in Los Angeles, California.

 

Item 1A. Risk Factors.

 

Risks Related to the Business

 

Quanta is and will continue to be completely dependent on the services of our Chief Executive Officer and President, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

 

Quanta’s operations and business strategy are completely dependent upon the knowledge and business connections of Eric Rice and Jeffrey Doiron. They are under no contractual obligation to remain employed by us. If any should choose to leave us for any reason or become ill and unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this Annual Report on Form 10-K. We will likely fail without the services of our officers or an appropriate replacement(s).

 

Because we have only recently commenced business operations, we face a high risk of business failure.

 

The Company was formed in 2016. All of our efforts to date have related to developing our business plan and beginning business activities. Through August 9, 2018, we had limited operating revenues. We face a high risk of business failure. The likelihood of the success of the Company must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses and the competitive environment in which the Company will operate. There can be no assurance that future revenues will occur or be significant enough or that we will be able to sell its products and services at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited to both initial and continued market acceptance of the Company’s website and the successful implementation of its planned growth strategy.

 


2


 

 

Cannabis remains illegal under Federal law.

 

Despite the development of a regulated cannabis industry under the laws of certain states, these state laws regulating medical and adult cannabis use are in conflict with the Federal Controlled Substances Act, which classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that the Federal government has the right to regulate and criminalize cannabis, even for medical purposes, and thus Federal law criminalizing the use of cannabis preempts state laws that regulate its use. Although the prior administration determined that it was not an efficient use of resources to direct Federal law enforcement agencies to prosecute those lawfully abiding by state laws allowing the use and distribution of medical and recreational cannabis, on January 4, 2018, the current administration issued the Sessions Memo announcing a return to the rule of law and the rescission of previous guidance documents. The Sessions Memo rescinds the Cole Memo which was adopted by the Obama administration as a policy of noninterference with marijuana-friendly state laws. The Sessions Memo shifts federal policy from a hands-off approach adopted by the Obama administration to permitting federal prosecutors across the country to decide how to prioritize resources to regulate marijuana possession, distribution and cultivation in states where marijuana use is regulated. There can be no assurance that federal prosecutors will not prosecute and dedicate resources to regulate marijuana possession, distribution and cultivation in states where marijuana use is regulated which may cause states to reconsider their regulation of marijuana which would have a detrimental effect on the marijuana industry. Any such change in state laws based upon the Sessions Memo and the Federal government’s enforcement of Federal laws could cause significant financial damage to us and our stockholders.

 

As the possession and use of cannabis is illegal under the Federal Controlled Substances Act, we may be deemed to be aiding and abetting illegal activities through the services and data that we provide to government regulators, dispensaries, cultivators and consumers. As a result, we may be subject to enforcement actions by law enforcement authorities, which would materially and adversely affect our business.

 

Under Federal law, and more specifically the Federal Controlled Substances Act, the possession, use, cultivation, and transfer of cannabis is illegal. Our business provides services to customers that are engaged in the business of possession, use, cultivation, and/or transfer of cannabis. As a result, law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited, to a claim of aiding and abetting another’s criminal activities. The Federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). As a result of such an action, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

 

Federal enforcement practices could change with respect to services provided to participants in the cannabis industry, which could adversely impact us. If the Federal government were to expend its resources on enforcement actions against service providers in the cannabis industry under guidance provided by the Sessions Memo, such actions could have a material adverse effect on our operations, our customers, or the sales of our products.

 

It is possible that due to the recent Sessions Memo our clients may discontinue the use of our services, our potential source of customers may be reduced and our revenues may decline. Further, additional government disruption in the cannabis industry could cause potential customers and users to be reluctant to use and advertise our products, which would be detrimental to the Company. We cannot predict the impact of the Sessions Memo at this time nor can we predict the nature of any future laws, regulations, interpretations or applications including the effect of such additional regulations or administrative policies and procedures, when and if promulgated, could have on our business.

 

Our business is dependent on state laws pertaining to the cannabis industry.

 

Thirty states allow their citizens to use medical cannabis. In addition, the District of Columbia and eight states (Alaska, California, Colorado, the District of Columbia, Maine, Massachusetts, Nevada, Oregon and Washington) have regulated the sale of cannabis for adult use. Continued development of the cannabis industry is dependent upon continued legislative authorization of cannabis at the state level. Any number of factors could slow or halt progress in this area including, but not limited to, the Sessions Memo. While there may be ample public support for legislative action, numerous factors impact the legislative process. For example, in November 2016, voters in Arizona rejected a ballot initiative that would have permitted the adult-use of cannabis. Further regulation attempts at the state level that create bad public policy could slow or stop further development of the cannabis industry. Any one of these or other factors could slow or halt use of cannabis, which would negatively impact our business.


3


 

 

We may not be successful in hiring technical personnel because of the competitive market for qualified technical people.

 

The Company's future success depends largely on its ability to attract, hire, train and retain highly qualified technical personnel to provide the Company's services. Competition for such personnel is intense. There can be no assurance that the Company will be successful in attracting and retaining the technical personnel it requires to conduct and expand its operations successfully and to differentiate itself from its competition. The Company's results of operations and growth prospects could be materially adversely affected if the Company were unable to attract, hire, train and retain such qualified technical personnel.

 

We may be unable to adequately establish, protect or enforce our intellectual property rights.

 

Our success depends in part upon our ability to establish, protect and enforce our intellectual property and other proprietary rights. If we fail to establish, protect or enforce our intellectual property rights, we may lose an important advantage in the market in which we compete. We rely on a combination of trademark, copyright and trade secret law and contractual obligations to protect our key intellectual property rights, all of which provide only limited protection. Our intellectual property rights may not be sufficient to help us maintain our position in the market and our competitive advantages.

 

We primarily rely on trade secrets to protect our proprietary technology. Trade secrets may not be protectable if not properly kept confidential. We strive to enter into non-disclosure agreements with our employees, customers, contractors and business partners to limit access to and disclosure of our proprietary information. However, the steps we have taken may not be sufficient to prevent unauthorized use of our technology, and adequate remedies may not be available in the event of unauthorized use or disclosure of our trade secrets and proprietary technology. Moreover, others may reverse engineer or independently develop technologies that are competitive to ours or infringe our intellectual property.

 

Accordingly, despite our efforts, we may be unable to prevent third-parties from using our intellectual property for their competitive advantage. Any such use could have a material adverse effect on our business, results of operations and financial condition. Monitoring unauthorized uses of and enforcing our intellectual property rights can be difficult and costly. Legal intellectual property actions are inherently uncertain and may not be successful, and may require a substantial amount of resources and divert our management’s attention.

 

Claims by others that we infringe their intellectual property could force us to incur significant costs or revise the way we conduct our business.

 

Our competitors protect their proprietary rights by means of patents, trade secrets, copyrights, trademarks and other intellectual property. We have not conducted an independent review of patents and other intellectual property issued to third-parties, who may have patents or patent applications relating to our proprietary technology. We may receive letters from third parties alleging, or inquiring about, possible infringement, misappropriation or violation of their intellectual property rights. Any party asserting that we infringe, misappropriate or violate proprietary rights may force us to defend ourselves, and potentially our customers, against the alleged claim. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and/or invalidation of our proprietary rights or interruption or cessation of our operations. Any such claims or lawsuit could:

 

be time-consuming and expensive to defend, whether meritorious or not; 

require us to stop providing products or services that use the technology that allegedly infringes the other party’s intellectual property; 

divert the attention of our technical and managerial resources; 

require us to enter into royalty or licensing agreements with third-parties, which may not be available on terms that we deem acceptable; 

prevent us from operating all or a portion of our business or force us to redesign our products, services or technology platforms, which could be difficult and expensive and may make the performance or value of our product or service offerings less attractive; 

subject us to significant liability for damages or result in significant settlement payments; or 

require us to indemnify our customers. 

 

Furthermore, during the course of litigation, confidential information may be disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. Disclosure of our confidential information and our involvement in intellectual property litigation could materially adversely affect our business. Some of our competitors may be able to sustain the costs of intellectual property litigation more effectively than we can because they have substantially greater resources. In addition, any litigation could significantly harm our relationships with current and prospective customers. Any of the foregoing could disrupt our business and have a material adverse effect on our business, operating results and financial condition.


4


 

 

Risks Related to Our Securities

 

Our officers and directors currently own a majority of our voting power, and through this ownership, control our Company and our corporate actions.

 

Our current Board of Directors and executive officers, hold approximately 43% of the voting power of the Company’s outstanding voting capital stock. These parties have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. As such, these shareholders have the power to prevent or cause a change in control; therefore, without the aforementioned consent we could be prevented from entering into transactions that could be beneficial to us. The interests of our executive officers may give rise to a conflict of interest with the Company and the Company’s shareholders.

 

There is a substantial lack of liquidity of our common stock and volatility risks.

 

Our common stock is quoted on the OTC Markets platform under the symbol “FSIZ.” The liquidity of our common stock may be very limited and affected by our limited trading market. The OTC Markets quotation platform is an inter-dealer market much less regulated than the major exchanges, and is subject to abuses, volatilities and shorting. There is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded.

 

The trading volume of our common stock may be limited and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common stock on the OTC Markets may not necessarily be a reliable indicator of our fair market value. In addition, if our shares of common stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value of, our common stock and as a result, the market value of our common stock likely would decline.

 

Our common stock may never be listed on a major stock exchange.

 

We currently do not satisfy the initial listing standards and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

 

A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

 

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

 

Concentrated ownership of our common stock creates a risk of sudden changes in our common stock price.

 

The sale by any shareholder of a significant portion of their holdings could have a material adverse effect on the market price of our common stock.


5


 

 

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

 

A number of the outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

 

If we issue additional shares or derivative securities in the future, it will result in the dilution of our existing stockholders.

 

Our Articles of Incorporation authorize the issuance of up to 100,000,000 shares of common stock, $0.001 par value per share. Our board of directors may choose to issue some or all of such shares, or derivative securities to purchase some or all of such shares, to provide additional financing in the future.

 

We do not plan to declare or pay any dividends to our stockholders in the near future.

 

We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

 

The requirements of being a public company may strain our resources and distract management.

 

As a result of filing the resignation statement, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

 

We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

 

Persons associated with securities offerings, including consultants, may be deemed to be broker dealers.

 

In the event that any of our securities are offered without engaging a registered broker-dealer, we may face claims for rescission and other remedies. If any claims or actions were to be brought against us relating to our lack of compliance with the broker-dealer requirements, we could be subject to penalties, required to pay fines, make damages payments or settlement payments, or repurchase such securities. In addition, any claims or actions could force us to expend significant financial resources to defend our company, could divert the attention of our management from our core business and could harm our reputation.


6


 

 

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

 

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.

 

“Penny Stock” rules may make buying or selling our common stock difficult.

 

Trading in our common stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

The Company does not own any physical location. Quanta currently leases its corporate headquarters and other offices in Los Angeles, California which lease expires in August, 2023. Because our current offices are insufficient in size for current and future operations, the Company plans to seek replacement office space around the Los Angeles area at the time of the expiration of the current lease.

 

Item 3. Legal Proceedings

 

From time to time, we are a party to, or otherwise involved in, legal proceedings arising in the normal and ordinary course of business. As of the date of this report, we are not aware of any other proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None.


7


 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a) Market Information

 

Our common stock first became quoted on the OTC Markets under the trading symbol “FSIZ” on January 17, 2018. The following table lists the high and low bid information for our common stock as quoted on the OTC Markets for the fiscal years ended 2018 and 2017, respectively:

 

 

 

Price Range

Quarter Ended

 

High ($)

 

 

Low ($)

April 30, 2018

 

$

3.00

 

 

$

2.00

January 31, 2018

 

 

N/A*

 

 

 

N/A*

October 31, 2017

 

 

N/A*

 

 

 

N/A*

July 31, 2017

 

 

N/A*

 

 

 

N/A*

April 30, 2017

 

 

N/A*

 

 

 

N/A*

January 31, 2017

 

 

N/A*

 

 

 

N/A*

October 31, 2016

 

 

N/A*

 

 

 

N/A*

July 31, 2016

 

 

N/A*

 

 

 

N/A*

 

* The first trade of common stock occurred in April 2018.

 

(b) Holders of Our Common Stock

 

As of the date of filing approximately fifty-five (55) shareholders of record held 40,900,000 shares of our common stock.

 

(c) Dividends

 

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

 

(d) Stock Option Grants

 

To date we have not authorized any shares of common stock for Stock Option Grants.

 

Transfer Agent and Registrar

 

The Company’s transfer agency is Action Stock Transfer located at 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121. Telephone (801) 274-1088.


8


 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

FORWARD-LOOKING STATEMENTS

 

This form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

 

This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

 

Summary of Business

 

Quanta is an applied science company focused on increasing energy levels in plant matter to increase performance within the human body. Our proprietary technology uses quantum mechanics to increases bio-activity of targeted molecules to enhance the desired effects. We specialize in potentiating rare naturally occurring elements to create impactful and sustainable healing solutions that are as powerful and predictable as pharmaceutical drugs.

 

We offer our technology as a platform, making it accessible to existing high-quality product makers with existing distribution channels, as well as consumer products. Our mission is to power as many impactful, high-performing wholly organic solutions as possible through a series of licensing and distribution partnerships.

 

BioAnomaly Inc. was founded in 2016 by a group of technology and industry entrepreneurs and provides licensed technology solutions to natural product companies in multiple verticals. Our headquarters is located in Los Angeles, California.

 

BUSINESS MODEL

 

Though we plan to launch a small number of our own products, the Quanta business model is primarily focused on co-branding deals with top-quality product providers makers through our “Powered by Quanta” platform. Our business model is very similar to the “Intel Inside” program. We help top brands in cannabis, anti-aging, health and wellness, stress management, pain management, fitness and brain performance enhancement increase the bio-activity of selected elements within their existing formulas to create new, higher performing product lines. In exchange for access to our technology we collect either monthly fees and or profit share on new revenue created. With regard to cannabis partnerships we do not participate in revenue, we provide our technology and services on a flat monthly fee.

 

We are currently working with brands that use the following elements in their product lines:

 

Turmeric 

Arnica 

Amino Acids 

Lipids 

Plant Proteins 

Cannabinoids 

Stem Cells 

Kratom 

Eucalyptus 

Kanna 

 

ADDRESSABLE MARKETS

 

Though our initial focus has been cannabis, Quanta has the unique ability to work within any market that leverages plant matter elements for products. The Company is also entering the nutraceutical and phytoceutical industries and has plans to expand into multiple sectors in the coming years.


9


 

 

“POWERED BY QUANTA”

 

Our “Powered by Quanta” program is a licensing platform designed to integrate our technology into existing top quality products around the globe. Once we align with a brand that meets our criteria of having both great products and large distribution, we install one of our remotely operated machines in their facility. Each time the partner makes product they simply place their materials in the chamber and answer 5 simple questions. This information is then sent to one of our scientists. Once their batch is complete, we notify the partner to remove it from the machine. They then place “Powered by Quanta” on their products and collect a premium. 100% of our machines are run remotely on a dedicated fiber optic line for quality control, security and ease of use for our partners. Currently each machine can polarize 7.5 liters of oils every 4.25 hours.

 

GROWTH STRATEGY

 

Licensing

 

Our current focus is solidifying licensing/co-branding partnerships with the top companies in the cannabis sector, though we are entering into multiple other markets as well. In the cannabis industry we are focused on working with high quality THC brands. This allows us to offer the public a standardized experience with higher energy and lower side effects without having to become a licensed cannabis company. Both recreational and medicinal THC brands are starting to realize the importance of market differentiation a need for a standardized consumer experience. We are offering limited licenses in legal states. We are also looking to work with a small, select group of top CBD brands with large distribution and solid reputations.

 

CBD Products

 

Our technology significantly increases the bio-activity of CBD which we believe puts us in a strong position for the future. We will work with top brands, but we will also be offering our own hemp derived CBD products online and in traditional stores. Currently we are preparing to launch our fast-acting and high performing CBD Muscle Rub nationwide.

 

MARKETING AND DISTRIBUTION

 

We offer a scientific solution that is difficult for the public to understand, which makes education a large part of the marketing plan for Quanta. We plan to launch campaigns to offer free samples of our products in exchange for consumer information to build lists and eCommerce revenues. We believe the best way to sell Quanta’s products is to have people try them and feel the difference.

 

We are focused on influencer marketing, traditional and digital media, internet marketing and product placement as a primary means of marketing for Quanta. We believe that high quality content in conjunction with pre-built digital distribution will be the best value for the dollar. We have solidified and are currently solidifying partnerships with very visible influencers and celebrities to help with awareness and digital distribution. We have also partnered with some of the top names in PR to create traditional media exposure opportunities.

 

PRODUCTS AND SERVICES

 

Polarization Technology Licensing.

 

The Company owns proprietary technology that uses frequency training to improve the performance of cannabinoids and other natural elements. For tetrahydrocannabinol or “THC” products our core technology provides very specific advantages for partner brands such as increased energy and greatly reduced side effects (paranoia, anxiety, laziness and loss of cognitive functions) while standardizing the overall THC consumer experience. And for CBD products we offer increased time to activation, increased duration of performance and

 

The Company intends to monetize this intellectual property through licensing agreements in conjunction with cannabis brands that adhere to state medical and recreational marijuana laws as well as establish business relationships with scientific research organizations to develop biologic applications based upon specific plant research and development methodologies.

 

The Company owns intellectual property (recipes and process/methods) for use in medical marijuana topicals, edibles, vape, sub-lingual and lozenges. The Company's proprietary muscle rub is unlike other topicals of which may take up to an hour or more to take effect. Based upon preliminary results, our muscle rub generally takes effect within a period of 1-3 minutes. We believe the rapid acting characteristics of our muscle rub will overcome the major obstacle of penetrating the main stream pain and muscle tension relief customer. In addition to the muscle rub, we have other forms of topicals under development that assist with anti-aging, inflammation, sexual performance, testosterone balancing and weight loss.

 


10


 

 

Objectives

 

Our current strategy is to seek out new co-branding and licensing opportunities for our intellectual property while constantly looking for new strategic corporate and product acquisitions. We are also focused on developing and acquiring new patents, trade secrets, trademarks and other intellectual property.

 

Results of Operations

 

Summary of Key Results

 

Result of Operations for the year ended April 30, 2018 as Compared to the year ended April 30, 2017

 

Expenses - Expenses for the year ended April 30, 2018 were $178,954. Internal use coding and smart-app development costs were $85,000. Amortization expense expended by the Company was none. The Company completely amortized its purchased coding and smart-app development costs in a prior period. The Company incurred $28,954 in administrative and other costs associated with operations. The Company incurred legal and professional fees of $65,000. These costs were not associated with our direct public offering efforts and therefor expensed as incurred. Expenses for the year ended April 30, 2017 was $132,993. Internal use coding and smart-app development costs were $74,000. Amortization expense expended by the Company was $4,000. The Company incurred $49,993 in administrative and other costs associated with our operations. The Company incurred legal and professional fees of $5,000 for the year ended April 30, 2017. Expenses for the year ended April 30, 2018 are significantly higher than expenses for the year ended April 30, 2017.

 

Loss before provision for income taxes - Loss before provision for incomes taxes for the year ended April 30, 2018 was $178,954. Loss before provision for incomes taxes for the year ended April 30, 2017 was $132,993. We recorded no provision for federal income taxes for either period. We recorded $800 in minimum franchise tax for the state of California for the year ended April 30, 2018 which is included in administrative expenses above. We have not generated any revenues from our intended LTL service management products or LTL management information services.

 

Basic and diluted loss per share - Basic and diluted loss per share for the year ended April 30, 2018 was $0.01 per share. Basic and diluted number of shares outstanding was 19,783,000. Basic and diluted loss per share for year ended April 30, 2017 was $0.01 per share. Basic and diluted number of shares outstanding was 15,000,000.

 

Result of Operations for the year ended April 30, 2017 as Compared to the period April 28, 2016 (inception) through April 30, 2016

 

Expenses - Expenses for the year ended April 30, 2017 were $132,993. Internal use coding and smart-app development costs were $74,000. Amortization expense expended by the Company was $4,000. The Company completely amortized its purchased coding and smart-app development costs over the twelve month period ended April 30, 2017. The Company incurred $49,993 in administrative and other costs associated with operations. The Company incurred legal and professional fees of $5,000. These costs were not associated with our direct public offering efforts and therefor expensed. Expenses for the period April 28, 2016 (inception) through April 30, 2016 was $19,262. Officer’s compensation was $11,000. The Company issued shares of its common stock for organizational services to its founder and CEO. This is expected to be a one-time expense. Internal use coding and smart-app development costs were $4,400. Organization costs attributed to direct costs expended by the Company were $1,025. The Company incurred $2,837 in administrative and other costs associated with our operations. Expenses for the year ended April 30, 2017 are significantly higher than expenses for the period April 28, 2016 (inception) through April 30, 2016, and are not necessarily indicative a full years operations for the Company’s business due to its focus on the direct public offering.

 

Loss before provision for income taxes - Loss before provision for incomes taxes for the year ended April 30, 2017 was $132,993. Loss before provision for incomes taxes for the period April 28, 2016 (inception) through April 30, 2016 was $19,262. We recorded no provision for federal or state income taxes for either period. We have not generated any revenues from our intended LTL service management products or LTL management information services.

 

Basic and diluted loss per share - Basic and diluted loss per share for the year ended April 30, 2017 was $0.01 per share. Basic and diluted number of shares outstanding was 15,000,000. Basic and diluted loss per share for the period April 28, 2016 (inception) through April 30, 2016 was $0.00 per share. Basic and diluted number of shares outstanding was 13,666,667.


11


 

 

Liquidity

 

Since acquiring the business plan most of our resources and work have been devoted to executing our business, writing of software code, testing and modification of our intended LTL services management system, implementing financial systems and internal controls, and preparing for our recently completed direct public offering. When these procedures are completed, which we believe may occur over the next few months, we will focus once again on our product and service offerings as well as push the internal development of our software. We have developed a robust framework and design, as well completed our coding of a beta version of the intended software. We believe professional coding and software programmers are needed to develop and complete our software and smart-app development. This includes attracting software developers or coders, and developing and perfecting a marketing plan, including the development and launch of a saleable product suite, will range cost us more than $300,000 and $500,000. If we are able to secure funding to outsource these steps, of which there are no assurances, we can commence the launch of our intended LTL service management system product and LTL management information services for the end user (shippers) and the logistics provider (the truck driver). If we are able to use internal resources only (primarily the services of our founder, and Chief Executive Officer), the process will take much longer and our initial launch may be limited to a much smaller target market. If we are unable to raise any funds, development costs would have to be provided solely by our founder, to the extent that he is capable and willing to provide such services. While we engaged the services of an established coding and smart-app development firm, their function and assistance to us is limited by our availability of financing and payment terms. Our goal would be to have software product, and other related services available, multiple sales channels and a comprehensive website/smartphone app up and running within one year, but there is no way of estimating what the likelihood of achieving that goal would be.

 

Private capital, if sought, we believe will be sought from business associates of our founder, or through private investors referred to us. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees, consultants and independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the development of our business plan and its stages as outlined above.

 

We embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will be $75,000 per year over the next few years and may be significantly higher if our business volume and transactional activity increases but should be lower during our first year of being public because our overall business volume (and financial transactions) will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we exceed $75 million in market capitalization (if ever). These obligations will certainly reduce our ability and resources to expand our business plan and activities. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling outstanding obligations (i.e. issuance of restricted shares of our common stock) and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of these efforts. We will also reduce compensation levels paid to management (if we attract or retain outside personnel to perform this function) if there is insufficient cash generated from operations to satisfy these costs.

 

There are no current plans to seek private investment. We do not have any current plans to raise funds through the sale of securities except as set forth herein. We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons and/or firms providing services to us, although there can be no assurances that we will be successful in any of those efforts. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own beliefs and the advice that we have received from various business professionals. Issuing shares of common stock to such persons instead of paying cash to them may increase our chances to establish and expand our business and business opportunities. Having shares of our common stock may also give persons a greater feeling of identity with us which may result in referrals. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of Company because the shares may be issued to parties or entities committed to supporting existing management. The Company may offer shares of its common stock to settle a portion of the professional fees incurred in connection with its Registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due them.

 

As of April 30, 2018 and April 30, 2017, respectively, we owed approximately $262,000 and $126,000 in connection with coding and smart-app development costs incurred, consulting services due and owing. We have not entered into any formal agreements, written or oral, with any vendors or other providers for payment of services or expenses. There are no other significant liabilities as of April 30, 2018. Based on the foregoing we exist month to month primarily on the ability of our founder to negotiate either the delay of or payment plans to be put in place with respect to our expenses. Our current use of funds in operations was between $5,000 and $6,000 per month, with a deferral of $10,000 to $12,500 per month for certain other expenses related to our software developers and other.


12


 

 

As of April 30, 2018 and April 30, 2017, we owed $24,738 and $43,371 in connection with interest-free demand loans from several unrelated parties, respectively. The proceeds of which were used for basic working capital purposes.

 

As of April 30, 2018 and April 30, 2017, we owed $262,000 and $125,900, respectively to our ‘as needed’ basis coding and smart-app development firm and other consultants. The coding and smart-app development firm and/or consultants do not perform their function or services pursuant to any formal agreements with the Company. The coding and smart-app development firm has been working with us on a deferral basis and we expect to continue in this manner until we have sufficient financing in place. We do not foresee any time in the near future to enter into any formal agreements with these vendors.

 

The following activities and financial transactions occurred after our fiscal year ending April 30, 2018. They were the following:

 

During the months of May and June 2018, the Company received an additional $750 in non-related party loans. 

On June 5, 2018 the Company experienced a change in control. With the Change in Control transaction (see Note 1 – Organization) our board of directors and officers was reconstituted through the resignation of Shane Ludington as Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Registrant and the appointment of Mr. Eric Rice as Chairman, Chief Executive Officer and Chief Financial Officer and Mr. Jeffrey Doiron as President and Chief Operations Office  

In connection with the Change in Control transaction our founder negotiated and guaranteed the forgiveness of certain debts of the Company through the sale of his shares. The Company recognized debt forgiveness of approximately $266,000. This transaction occurred on or about June 5, 2018. 

On June 6, 2018 the Company formed a wholly-owned subsidiary Quanta Acquisition Corp. in the state of California.  

On June 6, 2018, the Company executed an Agreement of Merger and Plan of Reorganization, with Bioanomaly, Inc., a California corporation, d/b/a Quanta and Quanta Acquisition Corp., a California corporation and wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, Quanta Acquisition Corp. merged with and into Quanta in a statutory reverse triangular merger with Quanta surviving as a wholly-owned subsidiary of the Company. Following the Merger, the Company adopted the business plan of Quanta. 

On June 6, 2018, the Company cancelled 15,000,000 shares of common stock acquired through the Change in Control transaction.  

As consideration for the Merger, the Company agreed to issue the shareholders of Quanta an aggregate of 25,900,000 shares of our common stock, par value $0.001 per share. 

Simultaneously with the Merger, the Company accepted subscriptions for 6,500,000 shares of Common Stock in a private placement offering of its Common Stock at a purchase price of $0.20 per share for an aggregate offering amount of $1,300,000.  

The Company also accepted subscriptions from two non-affiliated investors for warrants to purchase 3,000,000 shares of the Company’s Common Stock at an exercise price of $0.30 per share expiring in four years. 

On July 11, 2018 the State of Nevada approved the name change from Freight Solution, Inc. to Quanta, Inc.  

On July 25, 2018 the Company sold the former business assets related to the internet and smartphone app based software product that will match shipments with available drivers to its former software development firm vendor  

 

With the acquisition of the new business as reported in our financial statements and footnotes therein we believe that adequate and sufficient financing has been obtained for the near term.

 

On June 6, 2018, the Company executed an Agreement of Merger and Plan of Reorganization, with Bioanomaly, Inc., a California corporation, d/b/a Quanta and Quanta Acquisition Corp., a California corporation and wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, Acquisition merged with and into Quanta in a statutory reverse triangular merger with Quanta surviving as a wholly-owned subsidiary of the Company. Following the Merger, the Company adopted the business plan of Quanta.

 

Quanta is an applied science company focused on increasing energy levels in plant matter to increase performance within the human body. Our proprietary technology uses quantum mechanics to increases bio-activity of targeted molecules to enhance the desired effects. We specialize in potentiating rare naturally occurring elements to create impactful and sustainable healing solutions that are as powerful and predictable as pharmaceutical drugs.

 

We offer our technology as a platform, making it accessible to existing high-quality product makers with existing distribution channels, as well as consumer products. Our mission is to power as many impactful, high-performing wholly organic solutions as possible through a series of licensing and distribution partnerships.

 

Bioanomaly Inc. was founded in 2016 by a group of technology and industry entrepreneurs and provides licensed technology solutions to natural product companies engaged in multiple verticals. Our headquarters is located in Los Angeles, California.


13


 

 

Recently Issued Accounting Pronouncements

 

The Company evaluated recent accounting pronouncements through April 30, 2018 and believe that none of them would have a material effect on the Company’s financial statements except for the following.

 

With the acquisition of the new business we will be subject to ASC Topic 606, Revenue from Contracts with Customers. The new revenue standard requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time based on when control of goods and services transfers to a customer. As a result of the adoption of the standard, we will record changes in the timing of revenue recognition and in the classification between revenues and costs. The new standard does not currently impact the cash or the economics of underlying customer contracts that we may acquire with the New Business (see Note 1 – Organization to our Financial Statements).

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on our present or future financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item


14


 

Item 8. Financial Statements

 

 

PLS CPA, A PROFESSIONAL CORPORATION

t 4725 MERCURY ST. #210 t SAN DIEGO t CALIFORNIA 9111t

t TELEPHONE (858)722-5953 t FAX (858) 764-5480 t FAX (858) 433-2979

t E-MAIL changgpark@gmail.com t

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders

Freight Solution, Inc.

 

We have audited the accompanying balance sheets of Freight Solution, Inc (the “Company”) as of April 30, 2017 and the related statements of operations, changes in shareholders’ equity and cash flows for the year then ended April 30, 2017. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Freight Solution, Inc. as of April 30, 2017, and the result of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ PLS CPA

PLS CPA, A Professional Corp.

July 28, 2017

San Diego, CA. 92111

 

 

Registered with the Public Company Accounting Oversight Board


F-1


 

 

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Quanta, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying  balance sheet of Quanta, Inc. (the "Company")(formerly Freight Solutions, Inc.) as of April 30, 2018, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s BF Borgers CPA PC

 

BF Borgers CPA PC

 

We have served as the Company's auditor since 2018

Lakewood, CO

August 15, 2018


F-2


 

 

QUANTA, INC.

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

BALANCE SHEETS

 

 

 

As of

April 30, 2018

 

As of

April 30, 2017

 

 

(audited)

 

(audited)

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

Cash

$

6,314

$

2,016

Prepaid expense

 

54

 

3,827

Total Current Assets

 

6,368

 

5,843

 

 

 

 

 

Intangible assets, net

 

-

 

-

 

 

 

 

 

Deferred offering costs

 

-

 

26,173

 

 

 

 

 

TOTAL ASSETS

$

6,368

$

32,016

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Accounts payable and accrued expense

$

262,000

$

125,900

Nonrelated party loans

 

24,738

 

43,371

TOTAL LIABILITIES

 

286,738

 

169,271

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT):

 

 

 

 

Preferred stock, $0.001 par value; 25,000,000 shares authorized; none issued or outstanding

 

-

 

-

Common stock, $0.001 par value; 100,000,000 shares authorized; 21,500,000 and 15,000,000 shares issued and outstanding as of April 30, 2018 and April 30, 2017, respectively

 

21,500

 

15,000

Additional paid in capital

 

29,339

 

-

Accumulated deficit

 

(331,209)

 

(152,255)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

 

(280,370)

 

(137,255)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$

6,368

$

32,016

 

 

See notes to financial statements.


F-3


 

 

QUANTA, INC.

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

STATEMENTS OF OPERATIONS

 

 

 

For the year ended

April 30, 2018

 

For the year ended

April 30, 2017

 

 

(audited)

 

(audited)

 

 

 

 

 

Revenue

$

-

$

-

Cost of revenue

 

-

 

-

Gross margin

 

-

 

-

 

 

 

 

 

Expenses:

 

 

 

 

Development costs – internal use software

 

85,000

 

74,000

Administrative and other costs

 

28,954

 

49.993

Amortization expense

 

-

 

4,000

Legal and professional fees

 

65,000

 

5,000

Loss before income tax

 

178,954

 

132,993

 

 

 

 

 

Provision for income tax

 

-

 

-

Net loss

$

(178,954)

$

(132,993)

 

Basic and diluted loss per share

$

(0.01)

$

(0.01)

 

Weighted average common shares outstanding – basic and diluted

 

19,783,000

 

15,000,000

 

 

See notes to financial statements.


F-4


 

 

QUANTA, INC.

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

STATEMENT OF STOCKHOLDERS' DEFICIT

 

 

Common

Stock

 

Common Stock Amount

 

Additional Paid-in-capital

 

Accumulated Deficit

 

Total

Balance – April 28, 2016 (date of inception) shares issued for organizational services – officers compensation

11,000,000

$

11,000

$

-

$

-

$

11,000

 

 

 

 

 

 

 

 

 

 

Shares issued for intangible assets – April 29, 2016

4,000,000

 

4,000

 

-

 

-

 

4,000

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(19,262)

 

(19,262)

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2016 (audited)

15,000,000

 

15,000

 

-

 

(19,262)

 

(4,262)

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(132,993)

 

(132,993)

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2017 (audited)

15,000,000

 

15,000

 

-

 

(152,255)

 

(137,255)

 

 

 

 

 

 

 

 

 

 

Shares issued pursuant to direct public offering – August 29, 2017, net of deferred offering costs of $34,161

 

 

7,000,000

 

 

 

7,000

 

 

 

28,839

 

 

 

-

 

 

 

35,839

 

 

 

 

 

 

 

 

 

 

Shares returned to treasury at no cost

(500,000)

 

(500)

 

500

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(178,954)

 

(178,954)

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2018 (audited)

21,500,000

$

21,500

$

29,339

$

(331,209)

$

(280,370)

 

 

See notes to financial statements.


F-5


 

 

QUANTA, INC.

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

For the year ended

April 30, 2018

 

For the year ended

April 30, 2017

 

 

(audited)

 

(audited)

 

 

 

 

 

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

Net loss

$

(178,954)

$

(132,993)

Amortization

 

-

 

4,000

 

 

 

 

 

Adjustments to reconcile net loss to cash (used in) operating activities:

 

 

 

 

Change in prepaid expense

 

3,773

 

(3,827)

Change in deferred offering costs

 

(7,988)

 

(26,173)

Change in accounts payable

 

136,100

 

118,700

Net Cash (Used in) Operating Activities

 

(47,069)

 

(40,293)

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES

 

-

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

 

 

 

 

Proceeds from sale of common stock

 

70,000

 

-

Payments on nonrelated party loans

 

(59,800)

 

-

Loans from nonrelated parties

 

41,167

 

42,309

Net Cash Provided by Financing Activities

 

51,367

 

42,309

CHANGE IN CASH

 

4,298

 

2,016

CASH AT BEGINNING OF PERIOD

 

2,016

 

-

CASH AT END OF PERIOD

$

6,314

$

2,016

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

Cash paid for:

 

 

 

 

Interest

$

-

$

-

Income taxes

$

800

$

-

Non-cash operating activities:

 

 

 

 

Offset of deferred offering costs against additional paid in capital received from sale of common stock

$

34,161

$

-

Return to treasury of common stock – no cost – additional paid in capital

$

500

$

-

Return to treasury of common stock – no cost – common stock

$

(500)

$

-

 

 

 

See notes to financial statements.


F-6


 

 

QUANTA, INC.

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

History

 

We were incorporated on April 28, 2016 (date of inception) under the laws of the State of Nevada, as Freight Solution, Inc. The Company acquired the business of its founder Mr. Shane Ludington. On June 5, 2018 the Company experienced a change in control of its equity (see Change in Control below). In association with the change in control the Company acquired Bioanomaly through its wholly-owned California corporation subsidiary (see New Business below). On July 11, 2018 the Company changed its name with the Secretary of State of Nevada from Freight Solution, Inc. to Quanta, Inc. (Quanta, Inc. and hereinafter be collectively referred to as “Quanta”, the “Company”, “we” or “us”).

 

Former Business

 

The Company is developing an internet and smartphone app based software product that will match shipments with available drivers. The software as a service will focus on less-than-truckload (“LTL”) services that allows shippers to connect with truck drivers in the same way that city dwellers can find a ride home. This software as a service will allow shippers, based on a pre-negotiated price, to deliver products at an affordable cost and on time to its ultimate destination.

 

Change in Control

 

On June 5, 2018, the Company experienced a change in control (“Change in Control”). With the Change in Control transaction certain liabilities of the Company were forgiven and/or paid for on behalf of the Company by our founder, a former president and chief executive officer of the Company. Total liabilities at the time approximated $266,000 which included professional fees owed to our software development firm and other consultants. The board nominated Mr. Eric Rice to the board of directors on June 5, 2018.

 

New Business

 

On June 6, 2018, the Company executed an Agreement of Merger and Plan of Reorganization, with Bioanomaly, Inc., a California corporation, d/b/a Quanta and Quanta Acquisition Corp., a California corporation and wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, Acquisition merged with and into Quanta in a statutory reverse triangular merger with Quanta surviving as a wholly-owned subsidiary of the Company. Following the Merger, the Company adopted the business plan of Quanta.

 

Quanta is an applied science company focused on increasing energy levels in plant matter to increase performance within the human body. Our proprietary technology uses quantum mechanics to increases bio-activity of targeted molecules to enhance the desired effects. We specialize in potentiating rare naturally occurring elements to create impactful and sustainable healing solutions that are as powerful and predictable as pharmaceutical drugs.

 

We offer our technology as a platform, making it accessible to existing high-quality product makers with existing distribution channels, as well as consumer products. Our mission is to power as many impactful, high-performing wholly organic solutions as possible through a series of licensing and distribution partnerships.

 

Bioanomaly Inc. was founded in 2016 by a group of technology and industry entrepreneurs and provides licensed technology solutions to natural product companies engaged in multiple verticals. Our headquarters is located in Los Angeles, California.

 

Year end

 

The Company’s year-end is April 30. The Company’s wholly-owned subsidiary has a calendar year end.


F-7


 

 

NOTE 2 – BASIS OF PRESENTATION AND 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.

 

Cash and cash equivalents

 

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. There were no cash equivalents as of April 30, 2018 and April 30, 2017, respectively.

 

Revenue recognition

 

We recognize revenue when all of the conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the consumer; (3) the amount of fees to be paid by the consumer is fixed or determinable; and (4) the collection of fees or product revenue is probable.


The Company will record revenue when realizable and earned and when product has been shipped to the consumer or our services have been rendered to the consumer.

 

Advertising costs

 

Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs for the years ended April 30, 2018 or April 30, 2017, respectively.

 

Fair value of financial instruments

 

We adopted the Financial Accounting Standards Board's (the “FASB”) Accounting Codification Standard No. 820 (“ASC 820”), Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Stock-based compensation

 

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.


F-8


 

 

Earnings per share

 

The Company follows ASC Topic 260 to account for 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.

 

Income taxes

 

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change.

 

Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of April 30, 2017 and April 30, 2018, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

 

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

 

The Company classifies tax-related penalties and net interest as income tax expense. For the years ended April 30, 2018 and April 30, 2017, respectively, no federal income tax expense was recorded.

 

Recent pronouncements

 

The Company evaluated recent accounting pronouncements through April 30, 2018 and believe that none of them would have a material effect on the Company’s financial statements except for the following.

 

With the acquisition of the new business we will be subject to ASC Topic 606, Revenue from Contracts with Customers. The new revenue standard requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time based on when control of goods and services transfers to a customer. As a result of the adoption of the standard, we will record changes in the timing of revenue recognition and in the classification between revenues and costs. The new standard does not currently impact the cash or the economics of underlying customer contracts that we may acquire with the New Business (see Note 1 – Organization).

 

Management also believes that other recently issued, but not yet effective accounting pronouncements, if adopted, would again not have a material effect on the accompanying financial statements.

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is development stage and, accordingly, has not yet generated revenues from operations. Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to its direct public offering. As a result, the Company incurred accumulated net losses for the period April 28, 2016 (date of inception) through April 30, 2018 totaling $307,032. Negative working capital for the Company as of April 30, 2018 was $280,370. The Company’s activities and the payment of such activities has been primarily through debt financing and through the deferral accounts payable and other expenses.


F-9


 

 

The Company intends to raise further capital (beyond its self-directed public offering) through the sale of equity securities, an offering of debt securities, or borrowings from financial institutions and possibly related and nonrelated parties who may lend to the Company. Management believes that its actions to secure additional funding will likely provide the Company the opportunity to continue as a going concern. There is no guarantee the Company will be successful in achieving any of these objectives.

 

The ability of the Company to continue as a going concern is dependent upon management’s ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that may result from this uncertainty.

 

NOTE 4 – INTANGIBLE ASSETS

 

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

 

On April 29, 2016 the Company acquired certain intangible assets from its founder which consisted of a business plan, along with costs related to development of internal-use software to be used in its operations. The total value attributable to the intangible assets purchased by the Company was $4,000. This amount is less than the actual costs paid for by our founder. Our founder incurred more than $10,000 in expense over a period of two years to further develop and refine the Company’s business plan and operations.

 

Intangible assets includes the following:

 

 

 

April 30, 2018

 

April 30, 2017

 

 

(audited)

 

(audited)

Intangible assets consisting of certain development costs and purchased software

 

$

4,000

 

$

4,000

Less: Accumulated amortization

 

 

(4,000)

 

 

(4,000)

Net property and equipment

 

$

-

 

$

-

 

For the year ended April 30, 2017 the Company recognized $4,000 in amortization expense. Intangible assets were placed in service by us on April 29th, 2016. The Company amortized the assets over a period of twelve (12) months which had been deemed its useful life. As of April 30, 2018 and April 30, 2017 these assets were fully amortized.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

The Company recorded compensation expense of $11,000 from the issuance of common stock to its founder for organizational services. This expense was recorded during our initial reporting period April 28, 2016 (inception) through April 30, 2016. The Company recorded its purchase of $4,000 in intangible assets from its founder on April 29, 2016 (see Note 4 - Intangible Assets). In connection with the Change in Control transaction (see Note 1 – Organization) the Company has no obligations or liabilities due to our founder and former officer and director, Mr. Shane Ludington.

 

No related party transactions occurred during the years ended April 30, 2018 or April 30, 2017.

 

NOTE 6 – NONRELATED PARTY NOTES PAYABLE

 

As of and through April 30, 2018, the Company executed several promissory notes with nonrelated parties in the aggregate of $75,071 of which $24,738 was outstanding at the end of the period. The unsecured promissory notes bear interest at 0% per annum and are due and payable upon demand. The Company in connection with its direct public offering repaid approximately $59,800 in principal on two unrelated party notes. The two loans were unsecured and carried no interest rate or specific repayment terms

 

The Change in Control (see Note 1 – Organization) transaction included our founder who negotiated and guaranteed the forgiveness of certain debts of the Company. The Company recognized debt forgiveness of $18,538 from the nonrelated party note payable. This transaction occurred on or about June 5, 2018.


F-10


 

 

NOTE 7 – INCOME TAXES

 

At April 30, 2018, the Company had a net operating loss carryforward of $331,209, which begins to expire in 2035.

 

Components of net deferred tax asset, including a valuation allowance. These amounts are as follows for April 30, 2018 and April 30, 2017, respectively:

 

 

 

April 30, 2018

 

April 30, 2017

Deferred tax asset:

 

(audited)

 

(audited)

Net operating loss carryforward

$

69,554

$

53,289

Total deferred tax asset

 

69,554

 

53,289

Less: Valuation allowance

 

(69,554)

 

(53,289)

Net deferred tax asset

$

-

$

-

 

Valuation allowance for deferred tax assets as of April 30, 2018 and April 30, 2017 was $69,554 and $53,289, respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized and recognized a full valuation allowance for each period presented.

 

Reconciliation between statutory rate and the effective tax rate for both periods then ended and as of April 30, 2018 (21%) and April 30, 2017 (35%), respectively:

 

 

 

April 30, 2018

 

April 30, 2017

Federal statutory rate

 

 

(21.0%

 

(35.0)%

State taxes, net of federal benefit

 

 

(0.00)%

 

(0.00)%

Change in valuation allowance

 

 

21.0%

 

35.0%

Effective tax rate

 

 

0.0%

 

0.0%

 

Effective income tax rate and new tax law. Our effective income tax rate was (0.0%) for the year ended April 30, 2018. The effective income tax rates for both periods were based upon the estimated rate applicable for the entire fiscal year adjusted to reflect any significant items related specifically to interim periods. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, which, among other changes, reduced the federal statutory corporate tax rate from 35% to 21%. Based on the provisions of the Act, we re-measured our deferred tax liabilities and adjusted our estimated annual federal income tax rate to incorporate the lower corporate tax rate into our tax provision for the current quarter as the change represents a discrete item for purposes of income tax accounting. The re-measurement of deferred tax liabilities at the lower enacted corporate tax rate resulted in no current difference in income tax expense. We are still in process of evaluating the income tax effect of the Act with respect to any other limitations that will be effective for our fiscal year 2019.

 

NOTE 8 – SHARE CAPITAL

 

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 25,000,000 shares of its $0.001 par value preferred stock.

 

Common stock

 

On April 28, 2016, the Company issued to its founder, an officer and director of the Company, 11,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share for services provided upon organization. The services were valued at $11,000.

 

On April 29, 2016, the Company issued to its founder 4,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share for certain intangible assets (see Note 4 - Intangible Assets). Mr. Shane Ludington, our sole officer and director, incurred more than $10,000 in developing or acquiring the intangible assets for which we recorded their value at $4,000.

 

On August 23, 2017 the Company completed its direct public offering. The offering was conducted through a registration statement filed on Form S-1. The Company issued 7,000,000 shares of its common stock to 34 investors. The investors paid $0.01 per share for a combined investment of $70,000. During March 2018 100,000 shares and 400,000 shares of common stock were returned to treasury by certain shareholders for no consideration. The Company recognized a reduction in its common stock and its additional paid in capital of $500, respectively.


F-11


 

 

Deferred offering costs

 

Deferred offering expense consisted of accounting fees, legal fees and other fees incurred through the balance sheet date related to our direct public offering. Upon completion of our direct public offering we offset deferred offering costs of $34,161 against net offering proceeds of $70,000. We recorded an offset of approximately $34,000 in costs incurred against additional paid in capital received during the period ended April 30, 2018.

 

As of April 30, 2018 and April 30, 2017, there were 21,500,000 and 15,000,000 shares of common stock issued and outstanding, respectively. No shares of blank check preferred stock have been issued for either of the periods presented. See Note 9 – Subsequent Events for issuances that occurred subsequent to the balance sheet date and in connection with the Change in Control transaction (see Note 1 – Organization).

 

NOTE 9 – SUBSEQUENT EVENTS

 

The Company evaluated all events that occurred after the balance sheet date of April 30, 2018 through the date the financial statements were issued. The following occurred:

 

During the months of May and June 2018, the Company received an additional $750 in non-related party loans. 

On June 5, 2018 the Company experienced a change in control. With the Change in Control transaction (see Note 1 – Organization) our board of directors and officers was reconstituted through the resignation of Shane Ludington as Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Registrant and the appointment of Mr. Eric Rice as Chairman, Chief Executive Officer Chief Financial Officer and Mr. Jeffrey Doiron as President and Chief Operations Office  

In connection with the Change in Control transaction our founder negotiated and guaranteed the forgiveness of certain debts of the Company through the sale of his shares. The Company recognized debt forgiveness of approximately $266,000. This transaction occurred on or about June 5, 2018. 

On June 6, 2018 the Company formed a wholly-owned subsidiary Quanta Acquisition Corp. in the state of California.  

On June 6, 2018, the Company executed an Agreement of Merger and Plan of Reorganization, with Bioanomaly, Inc., a California corporation, d/b/a Quanta and Quanta Acquisition Corp., a California corporation and wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, Quanta Acquisition Corp. merged with and into Quanta in a statutory reverse triangular merger with Quanta surviving as a wholly-owned subsidiary of the Company. Following the Merger, the Company adopted the business plan of Quanta. 

On June 6, 2018, the Company cancelled 15,000,000 shares of common stock acquired through the Change in Control transaction.  

As consideration for the Merger, the Company agreed to issue the shareholders of Quanta an aggregate of 25,900,000 shares of our common stock, par value $0.001 per share. 

Simultaneously with the Merger, the Company accepted subscriptions for 6,500,000 shares of Common Stock in a private placement offering of its Common Stock at a purchase price of $0.20 per share for an aggregate offering amount of $1,300,000.  

The Company also accepted subscriptions from two non-affiliated investors for warrants to purchase 3,000,000 shares of the Company’s Common Stock at an exercise price of $0.30 per share expiring in four years. 

On July 11, 2018 the State of Nevada approved the name change from Freight Solution, Inc. to Quanta, Inc.  

On July 25, 2018 the Company sold the former business assets related to the internet and smartphone app based software product that will match shipments with available drivers to its former software development firm vendor  


F-12


 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

On July 26, 2018, The Company’s Board of Directors, acting in capacity of an audit committee, approved the dismissal of PLS CPA as the Company’s independent registered public accounting firm. On July 27, 2018, the Company engaged B F Borgers CPA PC (“B F Borgers”) as the Company’s new independent registered public accounting firm to act as the principal accountant to audit the Company’s financial statements. During the Company’s fiscal years ended April 30, 2018 and 2017, and through July 27, 2018, neither the Company, nor anyone acting on its behalf, consulted with B F Borgers regarding the application of accounting principles to a specific completed or proposed transaction or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided that B F Borgers concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

 

PLS CPA’s reports on the Company’s financial statements for the years ended April 30, 2017 and April 28, 2016 (date of inception) through April 30, 2016, respectively, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the financial statements of the Company for the fiscal year ended April 30, 2017 and for the period from April 28, 2016 (date of inception) through April 30, 2016 expressed, in an explanatory paragraph, substantial doubt about the Company’s ability to continue as a going concern due to losses from operations.

 

During the years ended April 30, 2018 and 2017, and through July 26, 2018, there were no disagreements with PLS CPA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PLS CPA, would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the years ended April 30, 2018 and 2017, and through July 26, 2018, there were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s Chief Executive Officer has concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.

 

Our Chief Executive Officer, Mr. Eric Rice, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on the evaluation, Mr. Rice concluded that our disclosure controls and procedures are effective in timely alerting him to material information relating to us required to be included in our periodic SEC filings.

 

Management's Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of April 30, 2018.

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. As we are a non-accelerated filer, management's report is not subject to attestation by our registered public accounting firm.

 

This Annual Report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section , and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


15


 

 

Limitations on the Effectiveness of Controls

 

Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.

 

Changes in Internal Controls

 

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended April 30, 2018 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

 

Item 9B. Other Information.

 

None.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The following table sets forth the name and age of officers and director as of the date hereof. Our executive officers are elected annually by our board of directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

 

Our management consists of:

 

Name

Age

Title

 

 

 

Eric Rice

41

Founder, Chairman and Chief Executive Officer

 

 

 

Jeffrey Doiron

45

President and Chief Operations Officer

 

Eric Rice 41, Founder, Chairman and Chief Executive Officer. Prior to founding Quanta in 2016, Mr. Rice founded several successful technology companies and was a pioneer in the digital media sector. He has built several companies in numerous verticals including financial services, digital media, artificial intelligence, biotechnology, live gaming and cannabis. Mr. Rice leads Quanta’s operations and overall strategic direction. He holds a Bachelor of Arts Degree in SCS from Indiana University. Mr. Rice’s status as the founder along with his extensive experience in marketing led to the conclusion that he is qualified to serve in these capacities.

 

Jeffrey Doiron 45, President Before taking over operations for Quanta, Mr. Doiron founded and grew one of the continent's most innovative advanced digital agencies. He uses his vast experience to connect new and exciting ideas with the right partners and brands. He guides the team to unlock their most creative selves and drive forward the momentum of the company. The Company concluded that Mr. Doiron’s past experiences and training render him qualified to serve in these capacities.

 

Board of Directors

 

Each director is elected by the Board and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.

 

At the very least all directors will be reimbursed by the Company for expenses incurred in attending directors' meetings provided that the Company has sufficient resources to pay these expenses. The Company will consider in applying for officers and directors liability insurance at such time that it has the financial resources to do so.


16


 

 

Committees of the Board of Directors

 

Concurrent with having sufficient members and resources, our Board of Directors intends to establish an audit committee and a compensation committee. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will review and recommend compensation arrangements for the officers and employees. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. We believe that we will need a minimum of three independent directors to have effective committee systems.

 

As of the date hereof, we have not established any Board committees.

 

Family Relationships

 

No family relationship exists between any director, executive officer, or any person contemplated to become such.

 

Director Independence

 

We currently do not have any independent directors serving on our board of directors.

 

Possible Potential Conflicts

 

The OTCMarkets, on which we have our shares of common stock quoted, does not currently have any director independence requirements.

 

No member of management will be required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to us.

 

Currently we have only one officer and one director (both of whom are the same person), and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

 

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

 

Involvement in Certain Legal Proceedings

 

None of our directors or executive officers has, during the past ten years:

 

has had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time; 

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; 

been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; or 

been subject or a party to or any other disclosable event required by Item 401(f) of Regulation S-K. 

 

Code of Business Conduct and Ethics

 

Upon incorporation we adopted a written code of ethics applicable to our board of directors, officers and employees in accordance with applicable Federal and states securities laws. Our board of directors shall oversee compliance with the code of ethics as it relates to the Company through an officer designated by the board. Employees are required to report known and suspected breaches of our code of ethics to an appropriate supervisor, or in the case of officers and directors, to a senior officer designated by our board of directors. Our code of ethics is designed to deter wrongdoing and to promote:


17


 

 

honest and ethical conduct;  

full, fair, accurate, timely and understandable disclosure in reports and documents that we will file with securities regulators and in our other public communications;  

compliance with applicable laws, rules and regulations, including insider trading compliance; and  

accountability for adherence to the code and prompt internal reporting of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.  

 

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our Registration Statement filed on Form S-1.

 

Item 11. Executive Compensation.

 

Name and

principal

position

(a) (1)

 

Year

(b)

 

Salary

($)

(c)

 

Bonus

($)

(d)

 

Stock

Awards

($)

(e)

 

Option

Awards

($)

(f)

 

Non-Equity

Incentive Plan

Compensation

($)

(g)

 

Nonqualified

Deferred

Compensation

Earnings

($)

(h)

 

All Other

Compensation

($)

(i)

 

Total

($)

(j)

 

Eric Rice,*

Founder,

Chairman and

Chief Executive Office

 

 

2018

2017

2016

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

Jeffrey Doiron(1)

 

 

2018

2017

2016

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

Shane Ludington(2)(3)

Former CEO

and Chairman

 

 

2018

2017

2016

 

-

-

-

 

-

-

-

 

-

-

11,000

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

(1) Appointed June 6, 2018.

(2) Resigned June 6, 2018.

(3) Received 11,000 shares of common stock for organizational services. These shares have since been returned to treasury.

 

Director Compensation

 

We have no arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

 

Pension Table

 

None.

 

Retirement Plans

 

We do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with our company, or from a change in the control of our Company.

 

Compensation Committee

 

We do not have a separate compensation committee. Instead, our Board reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers our stock option plans and other benefit plans, if any, and considers other matters that may be brought forth to it.


18


 

 

Risk Management Considerations

 

We believe our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Name And Address (1)

Beneficially

Owned

 

Percentage

Owned (2)

Eric Rice, Chairman, Chief Executive Officer

 

17,925,390

 

 

43.8%

Jeffrey Doiron, President

 

-

 

 

-%

All directors and officers as a group (2 persons)

 

17,925,390

 

 

43.8%

 

 

 

 

 

 

Offer 5% Holders

 

 

 

 

 

Blake Gillette

 

2,211,860

 

 

5.4%

_________________

(1) The address for all officers, directors and beneficial owners is 110 E. 9th St, 12B, Los Angeles, CA 90079.

(2) Based upon 40,900,000 shares of Common Stock outstanding on August 15, 2018.

 

Long-Term Incentive Plans and Awards

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreement s have been granted or entered into or exercised by our officer or director or employees or consultants since we were founded.

 

Grants of Plan-Based Awards Table

 

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the fiscal period ended April 30, 2018. The Company has no activity with respect to these awards.

 

Options Exercised and Stock Vested Table

 

None of our named executive officers exercised any stock options, and no restricted stock units if any, held by our named executive officers vested during the fiscal period ended April 30, 2018. The Company has no activity with respect to these awards.

 

Outstanding Equity Awards at Fiscal Year-End Table

 

None of our named executive officers had any outstanding stock or option awards as of April 30, 2018. The Company has not issued any awards to its named executive officers. The Company and its board may grant awards as it sees fit to its employees as well as key consultants and other outside professionals.

 

The following table provides information regarding beneficial ownership of our Common Stock by: (i) each person known to us who beneficially owns more than five percent of our Common Stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.

 

The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None. No equity compensation plans in effect.

 

Description of our Capital Stock

 

We were incorporated under the laws of the State of Nevada on April 28, 2016. The Company is authorized to issue 100,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 25,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).


19


 

 

Non-Cumulative Voting Rights – Common Stock

 

The holders of our shares of common stock will not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.

 

Preferred Stock

 

Our certificate of incorporation authorizes the issuance of 25,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our board of directors. No shares of Preferred Stock have been designated, issued or were outstanding as of April 30, 2018. Accordingly, our board of directors is empowered, without stockholder approval, to issue up to 25,000,000 shares of Preferred Stock with voting, liquidation, conversion, or other rights that could adversely affect the rights of the holders of the common stock. Although we have no present intention to issue any shares of Preferred Stock, there can be no assurance that we will not do so in the future.

 

Among other rights, our board of directors may determine, without further vote or action by our stockholders:

 

the number of shares and the designation of the series; 

whether to pay dividends on the series and, if so, the dividend rate, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series; 

whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights; 

whether the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions of conversion or exchange; 

whether or not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether there will be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and 

the rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative rights or priority, if any, of payment of shares of the series. 

 

We presently do not have plans to issue any shares of Preferred Stock. However, our Preferred Stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of Preferred Stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our Company or an unsolicited acquisition proposal. The issuance of Preferred Stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our Common Stock and could adversely affect the rights and powers, including voting rights, of the holders of our Common Stock.

 

Common Stock

 

Our certificate of incorporation authorizes the issuance of 100,000,000 shares of Common Stock. There are 40,900,000 shares of our Common Stock issued and outstanding at June 6, 2018. The holders of our Common Stock:

 

have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;  

are entitled to share ratably in all of the assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs;  

do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and  

are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders  

 

See Plan of Distribution regarding negative implications of being classified as a “Penny Stock.”

 

Authorized but Unissued Capital Stock

 

Nevada law does not require stockholder approval for the issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.


20


 

 

One of the effects of the existence of unissued and unreserved Common Stock (or Preferred Stock) may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our Common Stock at prices higher than prevailing market prices.

 

Shareholder Matters

 

As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us if our shares are considered to be penny stocks (which they currently are and probably will be for the foreseeable future). Although the federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this Annual Report, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

 

As a Nevada corporation, we are subject to the Nevada Revised Statutes (“NRS” or “Nevada law”). Certain provisions of Nevada law described below create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

 

Directors' Duties. Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and shippers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection

 

Dissenters' Rights. Among the rights granted under Nevada law which might be considered material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares (see NRS 92A.380-390). This right is subject to exceptions, summarized below, and arises in the event of mergers or plans of exchange. This right normally applies if shareholder approval of the corporate action is required either by Nevada law or by the terms of the articles of incorporation.

 

A shareholder does not have the right to dissent with respect to any plan of merger or exchange, if the shares held by the shareholder are part of a class of shares which are:

 

listed on a national securities exchange,  

included in the national market system by the Financial Industry Regulatory Authority (“FINRA”), or  

held of record by not less than 2,000 holders.  

 

This exception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation or if the shareholders are required under the plan of merger or exchange to accept anything but cash or owner's interests, or a combination of the two, in the surviving or acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.

 

Inspection Rights. Nevada law also specifies that shareholders are to have the right to inspect company records (see NRS 78.105). This right extends to any person who has been a shareholder of record for at least six months immediately preceding his demand. It also extends to any person holding, or authorized in writing by the holders of, at least 5% of outstanding shares. Shareholders having this right are to be granted inspection rights upon five days' written notice. The records covered by this right include official copies of:

 

i.the articles of incorporation, and all amendments thereto,  

ii.bylaws and all amendments thereto; and  

iii.a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.  


21


 

 

In lieu of the stock ledger or duplicate stock ledger, Nevada law provides that the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.

 

Control Share Acquisitions. Sections 78.378 to 78.3793 of Nevada law contain provisions that may prevent any person acquiring a controlling interest in a Nevada-registered company from exercising voting rights. To the extent that these rights support the voting power of minority shareholders, these rights may also be deemed material. These provisions will be applicable to us as soon as we have 200 shareholders of record with at least 100 of these having addresses in Nevada as reflected on our stock ledger. While we do not yet have the required number of shareholders in Nevada or elsewhere, it is possible that at some future point we will reach these numbers and, accordingly, these provisions will become applicable. We do not intend to notify shareholders when we have reached the number of shareholders specified under these provisions of Nevada law. Shareholders can learn this information pursuant to the inspection rights described above and can see the approximate number of our shareholders by checking under Item 5 of our annual reports on Form 10-K. This form is filed with the Securities and Exchange Commission within 90 days after the close of each fiscal year hereafter. You can view these and our other filings at www.sec.gov in the “EDGAR” database.

 

Under NRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in company shares may not exercise voting rights on any of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders' meeting held upon the request and at the expense of the acquiring person. If the acquiring person's shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any shareholder, other than the acquiring person, who does not vote for authorizing voting rights for the control shares, is entitled to demand payment for the fair value of their shares, and we must comply with the demand. An “acquiring person” means any person who, individually or acting with others, acquires or offers to acquire, directly or indirectly, a controlling interest in our shares. “Controlling interest” means the ownership of our outstanding voting shares sufficient to enable the acquiring person, individually or acting with others, directly or indirectly, to exercise one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more of the voting power of our shares in the election of our directors. Voting rights must be given by a majority of our disinterested shareholders as each threshold is reached or exceeded. “Control shares” means the company's outstanding voting shares that an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person becomes an acquiring person.

 

These Nevada statutes do not apply if a company's articles of incorporation or bylaws in effect on the tenth day following the acquisition of a controlling interest by an acquiring person provide that these provisions do not apply.

 

According to NRS 78.378, the provisions referred to above will not restrict our directors from taking action to protect the interests of our Company and its shareholders, including without limitation, adopting or executing plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Likewise, these provisions do not prevent directors or shareholders from including stricter requirements in our articles of incorporation or bylaws relating to the acquisition of a controlling interest in the Company.

 

Our articles of incorporation and bylaws do not exclude us from the restrictions imposed by NRS 78.378 to 78.3793, nor do they impose any more stringent requirements.

 

Certain Business Combinations. Sections 78.411 to 78.444 of the Nevada law may restrict our ability to engage in a wide variety of transactions with an “interested shareholder.” As was discussed above in connection with NRS 78.378 to 78.3793, these provisions could be considered material to our shareholders, particularly to minority shareholders. They might also have the effect of delaying or making more difficult acquisitions of our stock or changes in our control. These sections of NRS are applicable to any Nevada company with 200 or more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act, unless the company's articles of incorporation provide otherwise. By the filing of our Registration Statement on Form S-1, we are not registering our Common Stock under Section 12(g) of the Exchange Act. However upon effectiveness of the Registration Statement on Form S-1 we became subject to those very statutes.

 

These provisions of Nevada law prohibit us from engaging in any “combination” with an interested stockholder for three years after the interested stockholder acquired the shares that cause him/her to become an interested shareholder, unless he had prior approval of our board of directors. The term “combination” is described in NRS 78.416 and includes, among other things, mergers, sales or purchases of assets, and issuances or reclassifications of securities. If the combination did not have prior approval, the interested shareholder may proceed after the three-year period only if the shareholder receives approval from a majority of our disinterested shares or the offer meets the requirements for fairness that are specified in NRS 78.441-42. For the above provisions, a “resident domestic corporation” means a Nevada corporation that has 200 or more shareholders. An “interested stockholder” is defined in NSR 78.423 as someone who is either:


22


 

 

the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding voting shares; or  

our affiliate or associate and who within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding shares at that time.  

 

Amendments to Bylaws. Our articles of incorporation provide that the power to adopt, alter, amend, or repeal our bylaws is vested exclusively with the board of directors. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.

 

Transfer Agent

 

The transfer agent for our Common Stock is Action Stock Transfer Corporation, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, Utah 84121. Its telephone number is (801) 274-1088.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years.

 

Related Person Transaction Policy

 

Our Board of Directors is responsible to approve all related party transactions. We have not adopted written policies and procedures specifically for related person transactions.

 

Director Independence

 

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

According to the NASDAQ definition, Mr. Eric Rice is not an independent director because he currently holds the title of officer in the Company.

 

Item 14. Principal Accounting Fees and Services.

 

The following table presents the fees for professional audit services rendered by PLS CPA, a professional corporation (“PLS”) for the audit of the Company’s annual financial statements for the fiscal years ended April 30, 2018 and April 30, 2017 and fees billed for other services rendered by PLS during those periods. All services reflected in the following fee table were pre-approved, respectively, in accordance with the policy of the Board.

 

 

 

April 30, 2018

 

April 30, 2017

Audit fees (1)

$

12,000

$

8,000

Audit-related fees

 

-

 

-

Tax fees

 

-

 

-

All other fees

 

-

 

-

Total Fees

$

12,000

$

8,000

 

Notes:

 

(1)Audit fees consist of audit and review services, consent and review of documents filed with the SEC. For fiscal years ended April 30, 2018 and March 31, 2017. Fees for fiscal year ended April 30, 2018 only include review services and no audit fees for the period ended April 30, 2018 as the Company terminated its relationship with PLS on July 27, 2018 and retained the services of BF Borgers CPA APC to perform the April 30, 2018 audit.  


23


 

 

In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

The following exhibits are incorporated into this Form 10-K Annual Report:

 

Exhibit

NumberDescription 

 

23.1*            Auditor’s Consent of PLS CPA, A Professional Corp.

31.1*            Rule 13a-14(a) Certification of the Chief Executive and Financial Officer

32.1*            Section 1350 Certification of Chief Executive and Financial Officer

 

* Filed along with this document

 


24


 

 

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.

 

 

 

Quanta, Inc

 

 

Dated: August 15, 2018

By:

/s/ Eric Rice

 

 

Eric Rice,

 

 

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

 

Signature

Title

Date

 

/s/ Eric Rice                                     

Eric Rice

 

Chief Executive Officer

(Principal Executive and Principal Accounting Officer)

 

August 15, 2018

 

 

 

 


25