UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2019

 

or

 

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

 

For the transition period from ____________________ to ____________________

 

Commission File Number: 000-56025

 

Quanta, 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.)

     
3606 W. Magnolia Blvd., Burbank, CA   91505
(Address of principal executive offices)   (Zip Code)

 

(Registrant’s telephone number, including area code): (818) 940-1617

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, $0.001 par value   QNTA   OTC Markets

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

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

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]
  Emerging growth company [X]

 

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]

 

As of November 19, 2019, the registrant had 44,646,255 shares of Common Stock outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
     
ITEM 1. Financial Statements 3
  Condensed Consolidated Balance Sheets - September 30, 2019 (Unaudited) and December 31, 2018 3
     
  Condensed Consolidated Statements of Operations (Unaudited) - Three and Nine months ended September 30, 2019 and 2018 4
     
  Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - Three and Nine months ended September 30, 2019 and 2018 5
     
  Condensed Consolidated Statements of Cash Flows (Unaudited) – Nine months ended September 30, 2019 and 2018 7
     
  Notes to Condensed Consolidated Financial Statements (Unaudited) – Three and Nine months ended September 30, 2019 and 2018 8
     
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
ITEM 3. Quantitative And Qualitative Disclosures About Market Risk 20
ITEM 4. Controls And Procedures 20
     
PART II OTHER INFORMATION  
     
ITEM 1. Legal Proceedings 21
ITEM 1A. Risk Factors 21
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
ITEM 3. Defaults Upon Senior Securities 21
ITEM 4. Mine Safety Disclosures 21
ITEM 5. Other Information 21
ITEM 6. Exhibits 21
     
Signatures 22

 

2
 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Information.

 

QUANTA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30, 2019   December 31, 2018 
   (Unaudited)     
ASSETS          
Current assets:          
Cash  $34,406   $35,820 
Accounts receivable   56,652    19,561 
Total current assets   91,058    55,381 
           
Equipment, net   335,028    372,880 
Operating lease right-of-use asset, net   327,977    - 
Security deposit   16,770    16,770 
           
Total assets  $770,833   $445,031 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable and accrued expenses  $38,843   $9,617 
Notes payable ($120,850 in default at September 30, 2019)   120,850    180,000 
Deferred revenue, distribution agreement current portion   34,104    - 
Operating lease liabilities, current portion   71,710    - 
Total current liabilities   265,507    189,617 
           
Long term liabilities          
Deferred revenue, distribution agreement long-term portion   42,634    - 
Operating lease liabilities, long-term portion   258,113    - 
Total liabilities   566,254    189,617 
           
Stockholders’ equity:          
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; 44,646,255 and 39,200,090 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively   44,646    39,200 
Shares to be issued (1,824,940 and 612,000 shares to be issued as of September 30, 2019 and December 31, 2018, respectively)   1,849,780    306,000 
Additional paid-in capital   3,777,770    2,360,598 
Accumulated deficit   (5,467,617)   (2,450,384)
Total stockholders’ equity   204,579    255,414 
           
Total liabilities and stockholders’ equity  $770,833   $445,031 

 

See notes to condensed consolidated financial statements

 

3
 

 

QUANTA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three months ended September 30, 2019   Three months ended September 30, 2018   Nine months ended September 30, 2019   Nine months ended September 30, 2018 
   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
Sales, net  $384,420   $74,253   $913,810   $134,183 
Distributor license fees   8,526    -    17,052    - 
Total revenue   392,946    74,253    930,862    134,183 
Cost of goods sold   73,702    91,392    229,744    137,578 
Gross profit (loss)   319,244    (17,139)   701,118    (3,395)
                     
Operating expenses:                    
Employees compensation and contractors   338,317    168,885    831,773    386,876 
Selling, general, and administrative   783,901    192,288    2,669,586    417,734 
Research and development   115,047    58,833    196,805    215,461 
Total operating expenses   1,237,265    420,006    3,698,164    1,020,071 
Loss from operations   (918,021)   (437,145)   (2,997,046)   (1,023,466)
                     
Other income (expense):                    
Interest Income   -    21,023    -    38 
Gain on extinguishment of debt   -    -    -    62,000 
Interest expense   (9,939)   -    (20,187)   - 
Other income (expense), net   (9,939)   21,023    (20,187)   62,038 
                     
Net loss  $(927,960)  $(416,122)  $(3,017,233)   (961,428)
                     
Net loss per share, basic and diluted  $(0.02)  $(0.02)  $(0.08)  $(0.04)
Weighted average common shares outstanding – basic and diluted   41,823,505    26,439,818    40,092,030    24,174,314 

 

See notes to condensed consolidated financial statements

 

4
 

 

QUANTA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

 

Three months ended September 30, 2019 (Unaudited)
   Common Stock, par
value $0.001
   Additional             
   Number of shares   Amount   paid-in capital   Shares to be issued   Accumulated deficit   Total 
Balance, June 30, 2019   41,823,505   $41,823   $2,374,228   $2,303,797   $(4,539,657)  $180,191 
Shares issued for cash   2,642,750    2,643    936,343    (454,017)   -    484,969 
Fair value of shares for services   180,000    180    467,199    -    -    467,379 
Net loss   -    -    -    -    (927,960)   (927,960)
Balance, September 30, 2019 (Unaudited)   44,646,255   $44,646   $3,777,770   $1,849,780   $(5,467,617)  $204,579 

 

Nine months ended September 30, 2019 (Unaudited)
   Common Stock, par
value $0.001
   Additional             
   Number of shares   Amount   paid-in capital   Shares to be issued   Accumulated deficit   Total 
Balance, December 31, 2018   39,200,090   $39,200   $2,360,598   $306,000   $(2,450,384)  $255,414 
Shares issued for cash   2,642,750    2,643    1,313,722    (206,030)   -    1,110,335 
Shares for services   212,505    213    106,040    1,749,810    -    1,856,063 
Shares issued for cashless exercise of warrants   2,590,910    2,590    (2,590)   -    -    - 
Net loss   -    -    -    -    (3,017,233)   (3,017,233)
Balance, September 30, 2019 (Unaudited)   44,646,255   $44,646   $3,777,770   $1,849,780   $(5,467,617)  $204,579 

 

5
 

 

QUANTA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

(Unaudited)

 

Three months ended September 30, 2018 (Unaudited)
   Common Stock, par
value $0.001
   Additional             
   Number of shares   Amount   paid-in capital   Shares to be issued   Accumulated deficit   Total 
Balance, June 30, 2018   38,900,090   $38,900   $2,210,898   $-   $(1,126,627)  $1,123,171 
Shares to be issued                  85,000         85,000 
Net loss   -    -         -    (416,122)   (416,122)
Balance, September 30, 2018 (Unaudited)   38,900,090   $38,900   $2,210,898   $85,000   $(1,542,749)  $792,049 

 

Nine months ended September 30, 2018 (Unaudited)
   Common Stock, par
value $0.001
   Additional             
   Number of shares   Amount   paid-in capital   Shares to be issued   Accumulated deficit   Total 
Balance, December 31, 2017   21,908,810   $21,909   $(11,909)  $-   $(581,321)  $(571,321)
Shares issued for recapitalization   6,500,000    6,500    (6,500)             - 
Costs of recapitalization             (495,760)             (495,760)
Shares issued for cash   6,500,090    6,500    1,293,518              1,300,018 
Fair value of shares issued for notes payable   3,771,040    3,771    1,011,229              1,015,000 
Shares to be issued                  85,000         85,000 
Fair value of shares issued for services   220,150    220    43,810              44,030 
Fair value of warrants issued for services             376,510              376,510 
Net loss   -    -         -    (961,428)   (961,428)
Balance, September 30, 2018 (Unaudited)   38,900,090   $38,900   $2,210,898   $85,000   $(1,542,749)  $792,049 

 

See notes to condensed consolidated financial statements

 

6
 

 

QUANTA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Nine months ended
September 30, 2019
   Nine months ended
September 30, 2018
 
   (Unaudited)   (Unaudited) 
         
CASH FLOW FROM OPERATING ACTIVITIES:          
Net loss  $(3,017,233)  $(961,428)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   122,352    28,960 
Fair value of shares for services   1,856,063    44,030 
Fair value of warrants issued for services   -    376,510 
Gain on extinguishment of debt   -    (62,000)
Amortization of right-of-use asset   57,553    - 
Changes in operating assets and liabilities:          
Accounts receivable   (37,091)   - 
Accounts payable and accrued liabilities   29,226    49,252 
Deferred revenue   76,738    - 
Operating lease liabilities   (55,707)   - 
Net cash used in operating activities   (968,099)   (524,676)
           
CASH FLOW FROM INVESTING ACTIVITIES:          
Security Deposit   -    (16,770)
Purchase of equipment   (84,500)   (175,000)
Net cash used in investment activities   (84,500)   (191,770)
           
CASH FLOW FROM FINANCING ACTIVITIES:          
Proceeds from shares to be issued   -    85,000 
Proceeds from shares issued for cash   1,110,335    1,300,018 
Proceeds from convertibles notes payable   -    176,000 
Proceeds from notes payable   -    85,000 
Principal payments of notes payable   (59,150)   (380,000)
Costs of recapitalization   -    (495,760)
Net cash provided by financing activities   1,051,185    770,258 
           
Increase (decrease) in cash   (1,414)   53,812 
Cash and cash equivalents, beginning of period   35,820    23,467 
Cash and cash equivalents, end of period  $34,406   $77,279 
           
Supplemental Disclosures of Cash Flow Information:          
Cash paid for taxes   -    3,200 
Cash paid for Interest   -    - 
           
Non-cash investing and financing activities          
Fair value of shares issued for settlement of convertible notes payable  $-   $1,015,000 
Initial recognition of operating lease right-of-use asset and operating lease liabilities  $409,620   $- 

 

See notes to condensed consolidated financial statements

 

7
 

 

QUANTA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 and 2018 (UNAUDITED)

 

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Quanta, Inc (formerly “Bioanomaly”, the “Company”), a California corporation, was incorporated on December 27, 2016 and commenced operations in 2017. The Company is an applied science business focused on increasing energy levels of plant matter and increasing performance within the human body.

 

On June 6, 2018, Bioanomaly completed a merger with Freight Solution, Inc (“Freight Solution”), a Nevada corporation. Pursuant to the merger agreement, all the shareholders of Bioanomaly exchanged all of their shares of Bioanomaly for an aggregate of 21,908,810 newly issued shares of Freight Solution’s common stock. After the merger was completed, the Bioanomaly shareholders owned approximately 77% of the outstanding shares of common stock of Freight Solution and the original shareholders of Freight Solution owned approximately 23% of the outstanding shares of common stock of Freight Solution. The transaction was accounted for as a reverse merger (recapitalization) with Bioanomaly deemed to be the accounting acquirer and Freight Solution deemed to be the legal acquirer. Upon the closing, Bioanomaly changed its name to Quanta, Inc.

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the nine months ended September 30, 2019, the Company incurred a net loss of $3,017,233 and used cash in operating activities of $968,099, and at September 30, 2019, the Company had a working capital deficiency of $174,449. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

At September 30, 2019, the Company had cash on hand in the amount of $34,406. Subsequent to the September 30, 2019 the Company received $1,000,000 for subscriptions for shares of common stock to be issued in a private placement and $254,000 proceeds from the issuance of a convertible note. Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2019 and 2018, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2019. The Condensed Consolidated Balance Sheet information as of December 31, 2018 was derived from the Company’s audited Consolidated Financial Statements as of and for the nine-month period ended December 31, 2018, included in the Company’s Annual Report on Form 10-KT filed with the SEC on April 16, 2019. These financial statements should be read in conjunction with that report.

 

8
 

 

The consolidated financial statements include the accounts of Quanta Inc, and its wholly-owned subsidiary, Bioanomaly, Inc. Intercompany transactions have been eliminated in consolidation.

 

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 revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, reserve for uncollectible accounts receivable, impairment analysis of long-term assets, valuation of deferred tax assets, assumptions used in valuing stock instruments issued for services, and the accrual of potential liabilities. Actual results may differ from these estimates.

 

Revenue

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

The Company’s revenue primarily consists of revenue from sales of its CBD products. Generally, the Company’s performance obligations are transferred to the customer at a point in time, typically upon delivery of products. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. Cost of revenue includes direct costs and fees related to the sale of our products.

 

The Company also recognizes revenue from an exclusive distribution agreement. The Company’s revenue from the exclusive distribution agreement is considered revenue from a symbolic intellectual property (IP) and is recognized over the term of the agreement.

 

Leases

 

Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our loans. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets of $409,620 and lease liabilities for operating leases of $409,620, and a zero cumulative-effect adjustment to accumulated deficit. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (“short-term leases”) and elected to not separate lease components and non-lease components for its long-term leases. Lease expense is recognized on a straight-line basis over the lease term (see Note 3).

 

9
 

 

Stock-Based Compensation

 

The Company issues stock options and warrants, shares of common stock, and equity interests as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period.

 

In periods through December 31, 2018, the Company accounted for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated, and the percentage of completion is applied to that estimate to determine the cumulative expense recorded.

 

On January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 simplifies the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions are measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements for the three months and nine months ended September 30, 2019 or the previously reported financial statements.

 

Net Loss per Share

 

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive.

 

At September 30, 2019, the dilutive impact 6,375,000 unvested restricted shares of the Company’s common stock have been excluded because their impact on the loss per share is anti-dilutive. At September 30, 2018, the dilutive impact of notes payable convertible into 3,771,000 shares of the Company’s common stock have been excluded because their impact on the loss per share is anti-dilutive.

 

Fair Value of Financial Instruments

 

The Company follows the authoritative guidance issued by the FASB for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company’s assumptions.

 

10
 

 

The Company is required to use of observable market data if such data is available without undue cost and effort.

 

The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and notes payable, approximate their fair values because of the short-term nature of these financial instruments

 

Concentrations of risks

 

For the three and nine months ended September 30, 2019 and September 30, 2018, no customer accounted for 10% or more of revenue or accounts receivable at period-end.

 

For the three and nine months ended September 30, 2019 and September 30, 2018, no vendor accounted for 10% or more of the Company’s cost of revenues, or accounts payable at period-end.

 

The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits, which may from time to time exceed the federally insured limit of $250,000. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and financial viability of the financial institution.

 

Segments

 

The Company operates in one segment for the development and distribution of our CBD products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.

 

11
 

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. ASU 2016-13 is effective for the Company beginning January 1, 2020 and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

 

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 the Company’s present or future consolidated financial statements.

 

NOTE 2 - DISTRIBUTION AGREEMENT

 

Effective January 22, 2019, the Company entered into an agreement with Della Strada Wholesale for the exclusive rights to distribute the Company’s products in the state of Colorado for three years. In consideration, the Company received an up-front payment of $100,000. The Company determined that the exclusive distribution agreement was a distinct agreement for the license of symbolic IP and thus should be recognized on a straight-line basis over the three-year life of the agreement. For the three and nine months ended September 30, 2019, the Company recognized revenue related to this agreement of $8,526 and $17,052, respectively. For the three and nine months ended September 30, 2018, no distribution fee revenue was recorded.

 

NOTE 3 - OPERATING LEASE

 

In June 2018, the Company entered into a noncancelable operating lease for its headquarters office requiring payments of $7,936 per month, payments increasing 5% each year, and ending on July 31, 2023. At September 30, 2019, the remaining lease term was 4.25 years. The Company does not have any other leases.

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

 

ASC Topic 842 includes a number of reassessment and re-measurement requirements for lessees based on certain triggering events or conditions, including measurement of lease payments. The Company reviewed the reassessment and re-measurement requirements and concluded that a reduction in lease payments effective August 1, 2019, required reassessment by the Company. As a result, the Company remeasured the lease liability to reflect the change in lease payments, which resulted in a reduction in the operating lease liability and a corresponding adjustment to the operating lease right-of-use asset of approximately $38,000 in the nine months ended September 30, 2019.

 

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

 

  

Nine months ended

September 30, 2019

 
Lease Cost     
Operating lease cost (included in general and administration in the Company’s unaudited condensed statement of operations)  $81,252 
      
Other Information     
Cash paid for amounts included in the measurement of lease liabilities for 2019  $50,310 
Weighted average remaining lease term – operating leases (in years)   4.25 
Average discount rate – operating leases   8.3%

 

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The supplemental balance sheet information related to leases for the period is as follows:

 

   At September 30, 2019 
Operating leases     
Long-term right-of-use assets  $327,977 
      
Short-term operating lease liabilities  $71,710 
Long-term operating lease liabilities   258,113 
Total operating lease liabilities  $329,823 

 

Maturities of the Company’s lease liabilities are as follows:

 

Year Ending  Operating Leases 
2019 (remaining 3 months)  $23,811 
2020   89,291 
2021   102,090 
2022   107,194 
2023   64,316 
Total lease payments   386,703 
Less: Imputed interest/present value discount   (56,880)
Present value of lease liabilities  $329,823 

 

Lease expenses were $81,252 and $34,285 during the nine months ended September 30, 2019 and 2018, respectively.

 

NOTE 4 – STOCKHOLDERS’ EQUITY

 

Common stock issued for cash

 

In September 2019, the Company completed a private placement of shares at a price of $0.50 per share. A total of $1,416,335 was received, including $1,110,335 received in 2019 and $306,000 received in 2018. The Company agreed to issue a total 2,842,690 shares, of which 2,642,750 shares were issued through September 30, 2019, and 199,940 shares are included in shares to be issued.

 

Common stock to be issued to consultant with vesting terms

 

On May 20, 2019, the Company agreed to issue 8,000,000 shares of the Company’s common stock with vesting terms to a consultant for services (see Note 6). 1,000,000 shares vested immediately, and the balance of 7,000,000 shares will vest 625,000 shares per quarter over 2.8 years. In the event the consultants service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination are forfeited to the Company in accordance with such restricted grant agreement.

 

The total fair value of the 8,000,000 shares was determined to be $4,000,000 based on the price per shares of a contemporaneous private placement of the Company’s common stock on the date granted. The Company accounts for the share awards using a graded vesting attribution method over the requisite service period, as if each tranche were a separate award. During the nine months ended September 30, 2019, total share-based expense recognized related to vested restricted shares totaled $1,749,810. At September 30, 2019, there was $2,250,190 of unvested compensation related to these awards that will be amortized over a remaining vesting period of 2.7 years.

 

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The following table summarizes restricted common stock activity for the nine months ended September 30, 2019:

 

   Number of shares   Fair value of shares 
Non-vested shares, January 1, 2019   -   $- 
Granted   8,000,000    4,000,000 
Vested   (1,625,000)   (1,749,810)
Forfeited   -    - 
Non-vested shares, September 30, 2019   6,375,000   $2,250,190 

 

Common stock issued for services

 

During the nine month period ended September 30, 2019, the Company issued 212,505 shares of common stock to a consultant for services. The shares were valued at $106,253 based on a the price per share of a contemporaneous private placement of the Company’s common stock on the date granted.

 

NOTE 5 – WARRANTS

 

In 2018, the Company issued warrants exercisable into 3,000,000 shares of common stock. The warrants were fully vested when issued, have an exercise price of $0.30 per share, and expire in 2022. During the nine month ended September 30, 2019, there was a cashless exercise of all of the 3,000,000 warrants. A summary of warrant activity during the nine months ended September 30, 2019 is presented below:

 

   Number of warrants   Weighted Average
Exercise Price
   Contractual Life in Years 
             
Warrants Outstanding and Exercisable as of December 31, 2018   3,000,000   $0.30    4.00 
Granted   -   $-    - 
Exercised   (3,000,000)  $0.30    - 
Expired   -   $-    - 
Warrants Outstanding and Exercisable as of September 30, 2019   -   $-    - 

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

The Company has an agreement with an individual in consideration of the Company’s exclusive use of patented technology developed by the individual. Pursuant to the agreement, as amended, the Company shall pay a royalty of 25% of all the net income from the sale of licensed products, as defined with a minimum royalty of $35,000 per month payable in cash or common stock of the Company. In addition the Company agreed to issue 8,000,000 shares of the Company’s common stock with vesting terms to the individual (see Note 4). During the nine months ended September 30, 2019, the Company paid $194,800 to the individual.

 

NOTE 7 – SUBSEQUENT EVENTS

 

In October 2019, the Company received $1,000,000 in subscriptions for an additional 4,000,000 shares of common stock to be issued. As of September 30, 2019, and through the date of the financial statements, the shares have not been issued.

 

In October 2019, the Company issued one unsecured convertible promissory note aggregating $282,000, bearing interest at 12% per annum, and maturing April 29,2020. The note is convertible at a 40% discount to the price of the Company’s common stock, as defined. In connection with this note, the Company issued 846,000 shares of its common stock to the note holder as a commitment fee.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This form 10-Q 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-Q 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 increase 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 can be 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 wholly-owned product lines and 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 offer a small portfolio of our own products, the Quanta business model is also focused on co-branding partnerships with top-quality product developers and manufacturers 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, rather we provide our technology and services for 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 pain relief, anti-inflammatory and quality of life products. The Company is also entering the nutraceutical and phytoceutical industries and has plans to expand into multiple sectors in the coming years.

 

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“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 build and install one of our remotely operated machines in their facility. Each time the partner makes products they simply place their materials in the chamber and answer 5 simple questions. This information is then sent to one of our scientists who will then input polarization specifications to fit the licensee’s needs. Within the confines of the Quanta polarization machines, our technology uses electric and magnetic frequencies to communicate with and re-train the way electrons and the nucleus interact within targeted atoms. The result of this process is a molecule with higher energy/vibrational levels which helps to create a more impactful chemical reaction in the body. 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 reduced 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 and a need for a standardized consumer experience. We are offering limited licenses in states which have legalized medicinal and/or recreational marijuana use. 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 have found that the best way to sell Quanta’s products is to have people try them and feel the difference, rather than to confuse them with how the company creates such performance.

 

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.

 

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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 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 1) licensing agreements in conjunction with cannabis brands that adhere to state medical and recreational marijuana laws and 2) establishing 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 mainstream pain and muscle tension relief market. 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.

 

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.

 

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Results of Operations

 

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2018

 

Revenue – Revenues for the three months ended September 30, 2019 were $392,946, compared to revenues for the three months ended September 30, 2018 of $74,253. The Company began full time operations in August 2018.

 

Expenses - Operating expenses for the three months ended September 30, 2019 were $1,237,265. The Company incurred $783,901 in administrative and other costs associated with operations, including legal and professional fees of $121,532. The company incurred $115,047 in research and development costs. Operating expenses for the three months ended September 30, 2018 were $420,006. The Company incurred $192,288 in administrative and other costs associated with operations, including legal and professional fees of $58,524. The company incurred $58,832 in research and development costs.

 

Other income (expense) – Other income and expense for the three months ended September 30, 2019 was $0. Other expense for the three months ended September 30, 2018 was $21,024.

 

Net loss - Net loss for the three months ended September 30, 2019 and September 30, 2018 was $917,961 and $416,122, respectively.

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2018

 

Revenue – Revenues for the nine months ended September 30, 2019 were $930,862, compared to revenues for the nine months ended September 30, 2018 of $134,183. The Company began full time operations in August 2018.

 

Expenses - Operating expenses for the nine months ended September 30, 2019 were $3,698,165. The Company incurred $2,669,586 in administrative and other costs associated with operations, including legal and professional fees of $228,726. In addition, consulting expense related to share-based compensation was $1,749,810. Operating expenses for the nine months ended September 30, 2018 were $1,020,071. The Company incurred $471,734 in administrative and other costs associated with operations, including legal and professional fees of $95,262. The company incurred $215,462 in research and development costs.

 

Other income (expense) – Other expense for the nine months ended September 30, 2019 was $20,187. Other income for the three months ended September 30, 2018 was $62,038.

 

Net loss - Net loss for the nine months ended September 30, 2019 and September 30, 2018 was $3,017,233 and $961,428, respectively.

 

Critical Accounting Policies and Estimates

 

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 revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, reserve for uncollectible accounts, impairment analysis of long-term assets, valuation of deferred tax assets, assumptions used in valuing stock instruments issued for services, and the accrual of potential liabilities. Actual results may differ from these estimates.

 

Revenue

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

The Company’s revenue consists of revenue from sales of its CBD products. Generally, the Company’s performance obligations are transferred to the customer at a point in time, typically upon delivery of products. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract.

 

Cost of revenue includes direct costs and fees related to the sale of our products.

 

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Stock-Based Compensation

 

The Company issues stock options and warrants, shares of common stock, and equity interests as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period.

 

In prior periods through December 31, 2018, the Company accounted for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated, and the percentage of completion is applied to that estimate to determine the cumulative expense recorded.

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions will be measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. The Company adopted ASU 2018-07 on January 1, 2019. The adoption of the standard did not have a material impact on our financial statements for the three months and nine months ended September 30, 2019 or the previously reported financial statements.

 

Recently Issued Accounting Pronouncements

 

See Note 1 to the condensed consolidated financial statements.

 

Liquidity and Capital Resources

 

We have yet to establish any history of profitable operations. As reflected in the accompanying financial statements, for the nine months ended September 30, 2019, the Company incurred a net loss of $3,017,233 and used cash in operating activities of $958,100, and at September 30, 2019, the Company had a had a working capital deficiency of $174,449. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the year ended December 31, 2018 with respect to this uncertainty. This going concern opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities and future reports on our financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.

 

At September 30, 2019, the Company had cash on hand in the amount of $34,406. Subsequent to September 30, 2019, the Company received $1,00,000 for subscriptions for shares of common stock to be issued in a private placement, and 250,000 through a convertible note. Management estimates that the current funds on hand will be sufficient to continue operations through the next 6 months. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

As of September 30, 2019 and December 31, 2018, we owed $120,850 and $80,000 respectively in connection with short term loans from unrelated parties, respectively. The proceeds of which were used for basic working capital purposes.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not required for Smaller Reporting Companies.

 

Item 4. 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.

 

Our Chief Executive Officer and Chief Financial 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 not effective in timely alerting him to material information relating to us required to be included in our periodic SEC filings.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

 

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended September 30, 2019 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. 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 1A. Risk Factors.

 

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of the Company’s Transition Report on Form 10-KT for the transition period from April 1, 2018 to December 31, 2018.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

For the nine months ended September 30, 2019, the Company received $100,000 for subscriptions to purchase 350,000 shares of its common stock in a private placement at a price of $0.50 and $.25 per share

 

Subsequent to September 30, 2019 the Company received an additional $1,000,000 in subscriptions for an additional 4,000,000 shares of common stock to be issued. The Company also entered into a convertible note of $250,000. As of September 30, 2019, and through the date of the financial statements, the shares had not been issued.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

Item 6. Exhibits.

 

The following exhibits are incorporated into this Form 10-Q Quarterly Report:

 

 

Exhibit

Number

  Description
     
10.1    Form of Employment Agreement, dated as of September 4, 2019, by and between Quanta, Inc. and Eric Rice (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed with the Commission on September 5, 2019).
10.2   Form, of Employment Agreement, dated as of September 4, 2019, by and between Quanta, Inc. and Jeffrey Doiron (incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K filed with the Commission on September 5, 2019).
10.3   Form of Employment Agreement, dated as of September 4, 2019, by and between Quanta, Inc. and Blake Gillette (incorporated by reference to Exhibit 10.3 of Registrant’s Current Report on Form 8-K filed with the Commission on September 5, 2019).
10.4   Form of Employment Agreement, dated as of September 4, 2019, by and between Quanta, Inc. and Kirk Westwood (incorporated by reference to Exhibit 10.4 of Registrant’s Current Report on Form 8-K filed with the Commission on September 5, 2019).
31.1*   Rule 13a-14(a) Certification of the Chief Executive Officer and Chief Financial Officer
32.1*   Section 1350 Certification of Chief Executive and Financial Officer
101.SCH   XBRL Taxonomy Extension Schema Document

 

* Filed along with this document

 

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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: November 19, 2019 By: /s/ Eric Rice
    Eric Rice
    Chairman, Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

 

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