QUANTA INC - FORM 10-Q - December 27, 2018

Attached files

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EX-32.1 - EXHIBIT 32.1 - QUANTA INC	ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - QUANTA INC	ex31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2018

☐	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: 333-216960

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: (424) 261-2568

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 ☒ 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 ☒ 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 ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)	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 ☒

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

Class		Outstanding December 27, 2018
Common Stock, $0.001 par value per share		39,200,090 shares

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1.	Financial Information (Interim)	3
ITEM 2.	Management’s Discussion And Analysis Or Plan Of Operations	15
ITEM 3.	Quantitative And Qualitative Disclosures About Market Risk	15
ITEM 4.	Controls And Procedures	15
PART II	OTHER INFORMATION	16
ITEM 1.	Legal Proceedings	16
ITEM 1A.	Risk Factors	16
ITEM 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	16
ITEM 3.	Defaults Upon Senior Securities	16
ITEM 4.	Mine Safety Disclosures	16
ITEM 5.	Other Information	17
ITEM 6.	Exhibits	17

Signatures		17

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PART I – FINANCIAL INFORMATION

Item 1.

Financial Information (Interim).

QUANTA, INC. AND SUBSIDIARY

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of October 31, 2018			As of April 30, 2018
	(unaudited)			(audited)
ASSETS

CURRENT ASSETS:
Cash	$	39,145		$	6,314
Prepaid expense		-			54
Total Current Assets		39,145			6,368

FIXED ASSETS:
Machine, net of accumulated depreciation of $49,644		297,856			-
Deposit - Construction in progress		175,000			-
Total Fixed Assets		472,856			-

OTHER ASSETS:
Security deposit		16,770			-

TOTAL ASSETS	$	528,771		$	6,368

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expense	$	7,454		$	262,000
Loans		110,000			24,738
TOTAL LIABILITIES		117,454			286,738

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; 38,900,090 and 21,500,000 shares issued and outstanding as of October 31, 2018 and April 30, 2018, respectively		38,900			21,500
Subscription to Stock		161,000			-
Subscriptions Receivable		40,000			-
Additional paid in capital		3,202,702			29,339
Accumulated deficit		(3,031,285	)		(331,209	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		411,317			(280,370	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	528,771		$	6,368

See notes consolidated financial statements.

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QUANTA, INC. AND SUBSIDIARY

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended October 31, 2018			For the three months ended October 31, 2017
	(unaudited)			(unaudited)
INCOME:
Sales	$	90,423		$	4,258

Cost of Goods Sold		91,758			-

GROSS PROFIT		(1,335	)		4,258

EXPENSES:
Contractors and employees		163,991			51,106
Selling, general, and administrative		210,227			47,185
Research and development		33,471			68,753
Total Expenses		407,689			167,044
NET OPERATING LOSS		(409,024	)		(162,786	)

Other Income:
Interest Income		10			-
Total Other Income		10			-

NET LOSS	$	(409,014	)	$	(162,786	)

Basic and diluted loss per share	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding – basic and diluted		35,407,236			10,000,000

See notes to consolidated financial statements.

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QUANTA, INC. AND SUBSIDIARY

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the six months ended October 31, 2018			For the six months ended October 31, 2017
	(unaudited)			(unaudited)
INCOME:
Sales	$	128,667		$	5,762

Cost of Goods Sold		141,791			-

GROSS PROFIT		(13,124	)		5,762

EXPENSES:
Contractors and employees		310,958			71,106
Selling, general, and administrative		347,609			82,797
Research and development		126,852			94,995
Total Expenses		785,419			248,898
NET OPERATING LOSS		(798,543	)		(243,136	)

Other Income and Expense:
Gain on sale of intangible asset		15,000			-
Loss on derivative liability		(485,385	)		-
Interest paid		-			(810	)
Interest Income		37			-
Total Other Income and Expenses		(470,348	)		(810	)

NET LOSS	$	(1,268,891	)	$	(243,946	)

Basic and diluted loss per share	$	(0.04	)	$	(0.02	)
Weighted average common shares outstanding – basic and diluted		31,913,572			10,000,000

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QUANTA, INC. AND SUBSIDIARY

(FORMERLY KNOWN AS FREIGHT SOLUTION, INC.)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

	For the six months ended October 31, 2018			For the six months ended October 31, 2017
	(unaudited)			(unaudited)

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(1,268,891	)	$	(243,946	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation & Amortization		24,822			-
Common stock issued for services		12,127			-
Prepaid Expenses		54			-
Effect of changes in operating assets and liabilities:
Accounts Payable		(22,453	)		-
Change in Derivative Liability		485,385			-
Payments for security deposit		(16,770	)		-
Sales Tax Payable		4,105			-
Total Adjustments to reconcile Net Income to Net Cash provided by operations:		487,270			-
Net cash provided by (used in) operating activities		(781,621	)		(243,946	)

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of machine		(175,000	)		(172,500	)
Net cash provided used in investing activities		(175,000	)		(172,500	)

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from loans		1,200			80,000
Principle payments toward loans					(70,000	)
Proceeds from convertibles notes		-			419,000
Proceeds from private placement offering – common stock		810,518			-
Proceeds from subscribed stock investment round – common stock		161,000			-
Net cash provided by financing activities		972,718			429,000
CHANGE IN CASH		16,097			12,554
CASH AT BEGINNING OF PERIOD		23,048			107,754
CASH AT END OF PERIOD	$	39,145		$	120,308

Supplemental Disclosures of Cash Flow Information:
Cash Paid for Taxes	$	-		$	-
Cash Paid for Interest	$	-		$	810
Non-Cash Financing and Investing Items:
Related party negotiated non-related party loans forgiveness	$	18,538		$	-
Related party negotiated accounts payable forgiveness	$	247,000		$	-
Change in accounts payable due to gain on sale of intangible asset	$	15,000		$	-
Notes payable converted into common stock along with derivative liability	$	1,563,511		$	-

See notes to consolidated financial statements

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QUANTA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2018 (UNAUDITED)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

History

Quanta, Inc (Quanta, Inc. and hereinafter referred to as “Quanta”, the “Company”, “we” or “us”) was incorporated on April 28, 2016 under the laws of the State of Nevada, as Freight Solution, Inc. On June 5, 2018 the Company experienced a change in control. In connection with the change in control the Company acquired Bioanomaly, Inc. through its wholly-owned subsidiary. On July 11, 2018 we changed our name from Freight Solution, Inc. to Quanta, Inc.

Following the merger, Freight Solution, Inc. adopted the business plan and operations of Bioanomaly, Inc. Bioanomaly, Inc.’s officers and directors became the officers and directors of Freight Solution, Inc. Bioanomaly, Inc, was incorporated under the laws of the state of California on December 27, 2016.

Quanta is an applied science business focused on increasing energy levels of plant matter increasing performance within the human body.

Change in Control

On June 5, 2018, the Company experienced a change in control (the “Change in Control”). With the Change in Control certain liabilities of the Company were forgiven and/or paid for on behalf of the Company by our founder, a former officer and former director of the Company. Total liabilities at the time approximated $265,538 which included professional fees owed to software development firm and other consultants. The board of directors nominated Mr. Eric Rice to the board of directors on June 5, 2018. Mr. Rice became our Chief Executive Officer on June 5, 2018.

New Business

On June 6, 2018, Bioanomaly, Inc. executed an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), with us, as Freight Solution, Inc. a publicly traded Nevada corporation, and our wholly-owned subsidiary Quanta Acquisition Corp., a California corporation. Pursuant to the terms of the merger agreement, Quanta Acquisition merged with and into Bioanomaly, Inc. in a statutory reverse triangular merger (the “Merger”) with Bioanomaly, Inc. surviving as a wholly-owned subsidiary. Following the merger we adopted the business plan and operations of Bioanomaly, Inc. Bioanomaly, Inc.’s officers and directors became our officers and directors.

As consideration for the Merger, we issued the shareholders of Bioanomaly, Inc. an aggregate of 25,900,000 shares (the “Share Exchange”) of our common stock, par value $0.001 per share. Bioanomaly, Inc.’s existing shareholders along with Bioanomaly, Inc.’s convertible note holders received the requisite number of shares in the share exchange reflected by their ownership prior to the issuance of any additional shares. Bioanomaly, Inc.’s three founders received 21,908,810 shares in the Share Exchange, the convertible note holders received 3,771,040 shares in the Share Exchange and one other individual received 220,150 shares in the Share Exchange as payment for services related to the Bioanomaly, Inc.’s Joint Venture activity.

Simultaneously with the Merger, we accepted subscriptions for 6,500,090 shares of our common stock in a private placement. The common stock was sold at a price of $0.20 per share for aggregate offering proceeds of $1,300,000. No fees were paid in association with this offering. In connection with the offering we issued warrants to purchase 3,000,000 shares of our common stock at an exercise price of $0.30 per share with an expiry of four years.

On July 11, 2018 the State of Nevada approved the name change from Freight Solution, Inc. to Quanta, Inc. completing the Merger Agreement. As a result of the Merger, the Bioanomaly, Inc. became a wholly-owned subsidiary of Quanta, Inc. The Merger is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended. As a result of the Merger, Bioanomaly, Inc., the surviving entity in the Merger, became a wholly-owned subsidiary of Quanta, Inc. For accounting purposes, the Merger was treated as a “reverse acquisition” and Bioanomaly, Inc. was considered the accounting acquirer.

In connection with the Merger, 15,000,000 shares of our common stock were returned to treasury for no cost. The Bioanomaly, Inc. shareholders own approximately sixty-three percent (63%) of our issued and outstanding common stock. At the time of the Merger, the Company’s board of directors and officers were reconstituted by the resignation of our founder, Mr. Shane Ludington as Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer with the appointment of Mr. Eric Rice as Chairman, Chief Executive Officer, Chief Financial Officer and Mr. Jeffrey Doiron as President and Chief Operations Officer of the combined company. On June 6, 2018, the Company approved an amendment to its Articles of Incorporation to Quanta, Inc. The Secretary of State for Nevada approved the name change in August 2018.

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Year end

The Company’s year-end is April 30^th. Our wholly-owned subsidiary Bioanomaly, Inc.’s year-end is December 31^st.

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim financial statements (October 31, 2018 (unaudited)) and basis of presentation

The accompanying unaudited interim financial statements and related notes 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”) set forth in 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. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of results for a full fiscal year. These financial statements should be read along with the financial statements of the Company for the period ended April 30^th (audited) and notes thereto.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At October 31, 2018 and April 30, 2018, the Company cash equivalents totaled $211,692 and $6,314, respectively. There is no amount that is uninsured by the FDIC (Federal Deposit Insurance Corporation).

Accounts Receivable

We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other income (expense) in the combined statements of operations. The Company calculates this allowance based on the history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and the relationships with, and the economic status of, the customers. Allowance for estimated, uncollectible accounts was determined to be unnecessary.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260 - “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. For the three month periods ended October 31, 2018 and October 31, 2017, net loss per share is $(0.01) and $(0.02) respectively.

For the six month periods ended October 31, 2018 and October 31, 2017, net loss per share is $(0.04) and $(0.02) respectively.

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Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company applies the five-step model to contracts when it is probable that we will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606, the Company at contract inception reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes revenues as the amount of the transaction price is allocated to each respective performance obligation when the performance obligation is satisfied or as it is to be satisfied. Generally, the Company’s performance obligations are transferred to the customer at a point in time, typically upon delivery.

Advertising costs

Advertising costs are anticipated to be expensed as incurred. During the three month periods ended October 31, 2018 and October 31, 2017, advertising costs totaled $14,870 and $2,130, respectively, and $22,633 and $3,137, respectively, for the six month periods then ended

Fair Value of Financial Instruments

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

∙	Level 1 - quoted market prices in active markets for identical assets or liabilities.

∙

Level 2 - inputs other than Level 1 are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets are not active, or other inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

∙	Level 3 - unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The carrying amount of the Company's financial instruments approximate fair value as of October 31, 2018 and April 30, 2018 due to the short-term nature of these instruments.

Recently Issued Accounting Pronouncements

Company’s management evaluated recent accounting pronouncements through October 31, 2018 and believe 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 are subject to ASC Topic 606, Revenue from Contracts with Customers. The 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 we may acquire with the New Business (see Note 1 – Organization).

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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.

Income Taxes

Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved for as of October 31, 2018 and April 30, 2018.

The Company accounts for income taxes applying FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

NOTE 3 – RELATED PARTY TRANSACTIONS

Related party transactions for the six month periods ended October 31, 2018 and October 31, 2017 were as follows:

During the six month period ended October 31, 2018, the Company paid shareholders of the Company, Mr. Eric Rice, Mr. Michael Oirech, and Mr. Blake Gillette $5,500, $19,060 and $17,577, respectively, for their services.

During the six month period ended October 31, 2017 the Company paid shareholders of the Company, Mr. Eric Rice, Mr. Michael Oirech, and Mr. Blake Gillette $0, $22,000, and $24,100, respectively, for their services

No other related party transactions occurred for the three month periods ended October 31, 2018 and October 31, 2017.

In connection with the Change in Control (see Note 1 – Organization) our founder who negotiated and guaranteed the forgiveness of certain debts of the Company. The Company recognized related party debt forgiveness of approximately $265,538 from nonrelated party notes payable and accounts payable negotiated and guaranteed by our founder. This transaction related in revenue from debt relief. This transaction occurred on or about June 5, 2018. Our founder, a former officer and former director guaranteed the forgiveness of these debts and received no compensation from it. .

In connection with the Merger Agreement, Mr. Rice original shares were increased by 9,743,571 shares of common stock, Mr. Hickman original shares were increased by 962,953 shares of common stock, and Mr. Gillette original shares were increased by 1,202,284 shares of common stock. The share increase was a forward split share associated with the share exchange. The number of shares did not increase or decrease the parties percentage of ownership prior to or in connection with the merger or share exchange.

During the six month period ended July 31, 2017, the Company received a loan in the amount of $20,000 from Mr. Hickman and repaid that amount during the three month period then ended.

NOTE 4 – 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.

Preferred stock

No shares of blank check preferred stock have been issued.

Common stock

On April 28, 2016, the Company issued to its founder, 11,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share. These 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. In acquiring certain intangible assets we recorded their value at $4,000.

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On August 23, 2017 the Company completed a public offering of its equity registered 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. On March 15, 2018 and on March 22, 2018, respectively, 100,000 shares and 400,000 shares of the Company’s common stock were returned to treasury by certain shareholders for no consideration.

On June 6, 2018, the Company executed the Merger Agreement (see Note 1 – Organization). In connection with the Merger Agreement 15,000,000 shares of common stock acquired in the Change in Control transaction were returned to treasury and cancelled. In connection with the Merger Agreement the shareholders of Bioanomaly, received 25,900,000 shares of our common stock. In connection with the Change in Control, the Company received subscriptions for 6,500,090 shares of its common stock in a private placement offering. The investors paid a purchase price of $0.20 per share for an aggregate offering amount of $1,300,000.

For the three months ended October 31, 2018, the company received $161,000 as in the form of 11 payments for its shares of $.001 par value per share common stock for a price of $0.50 per share. The shares had not been issued and the Company is obligated to issue the shares once the offering is completed. As of October 31, 2018, the Company is obligated to issue 322,000 shares. Subsequent to the period ended October 31, 2018 the Company received another $145,000 in subscriptions with another 290,000 shares of common stock to be issued. The offering will terminate upon the sale and completion of 3,000,000 shares of common stock. The offering is not registered with the SEC under the 1933 Act, or the securities laws of any state, and are being offered upon reliance upon certain exceptions from registration under the laws of the United States.

As of October 31, 2018, there were 38,900,090 shares of our common stock issued and outstanding. 322,000 shares are to be issued with respect to the recent offering.

Deferred offering costs

Deferred offering costs consisted of accounting fees, legal fees and other fees incurred related to our direct public offering. Upon completion of the public offering in 2017, we netted deferred offering costs of $34,161 against the net offering proceeds of $70,000 received in that offering. No deferred offering costs were incurred in connection with the private placement of 6,500,090 and the recent offering shares of our common stock or the aforementioned warrants or subscriptions.

NOTE 5 – JOINT VENTURES

In March 2017, the Company through its wholly owned subsidiary entered into a joint venture and exclusive license agreement (the “Joint Venture”) for the development, design, and manufacture of certain technology for commercialization. The Joint Venture obligates the Company to a contribution of $350,000 in order to pay for the cost of the technology machine. The Joint Venture provides for the exclusive use of a certain patent developed by Dr. Arthur Grant Mikaelian (the “Patent Holder”). The patent has an expiry of 2037. Profits from the Joint Venture are allocated 50/50 between the Company and the Patent Holder. Payments are required to be paid monthly to the Patent Holder. There are no amounts due to the Joint Venture as of October 31, 2018. Both parties to the Joint Venture are compliant with the contractual terms as of each period recorded.

On September 12, 2018, the Company through its wholly owned subsidiary entered into a joint venture with a Canadian corporation to expand the Quanta brand, technology and product lines in Canada (the “Canadian Joint Venture”). The Joint Venture terms were never effectuated into with no amounts being paid from either party, and so the Joint Venture agreement was voided. No amount is owed to either party.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

There are no future minimum commitments or contingencies as of October 31, 2018 except for the following:

On June 6^th, 2018, the Company entered into a noncancelable operating lease on its headquarters requiring payments of $8,385 per month, with lease payments increase of 5% each year, ending on July 31, 2023. Future minimal rental payments under this noncancelable operating lease as of October 31 is:

October 31, 2018-October 31, 2019		101,878
October 31, 2019-October 31, 2020		106,972
November 1, 2020-October 31 2021		112,320
November 1, 2021-October 31 2022		117,936
November 1, 2022-July 31 2023		91,728
Total	$	530,834

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The Company has not assessed its entire financial obligation or contingent liability for income tax withholding from the misclassification of independent contractors that be employees under the laws of the state of California. The California Supreme Court decision on April 30, 2018, held there is a presumption that all workers are employees, and a business classifying a worker as an independent contractor bears the burden of establishing such a classification is proper under a new test called the “ABC test.” This test or compliance thereof, by the Company could be held liable for penalties, interest, tax withholdings which we believe to be immaterial.

NOTE 7 –PROPERTY AND EQUIPMENT

During the year December 31, 2017, the Company pursuant to the Joint Venture purchased certain technological equipment for $347,500. The equipment is being depreciated on the straight line method over 7 years. Depreciation for this equipment has been determined to be 7 years.

During the six months ended October 31, 2018. The Company paid a deposit with the Patent Holder for another piece of equipment under the Joint Venture. As of October 31, 2018, the equipment is 50% complete, and under the terms of the Joint Venture has incurred costs of $175,000 and remitted an additional amount to the Patent Holder.

Depreciation expense for the six-month periods ended October 31, 2018 and October 31, 2017 is $24,822 and $0, respectively.

	As of October 31, 2018			As of April 30, 2018
Furniture and equipment	$	-		$	-
Machinery – Technology Equipment CIP		175,000			-
Machinery – Technology Equipment		347,500			-
Total property and equipment		522,500			-
Less accumulated depreciation		(49,644	)		-
	$	472,856		$	-

NOTE 8 – INCOME TAXES

A reconciliation of statutory tax rates to effective tax rates were as follows in each of the periods presented:

	For the six month period ended October 31, 2018			For the six month period ended October 31, 2017
Federal income taxes at statutory rate		21.0	%		35.0	%
State income taxes at statutory rate		8.84	%		8.84	%
Valuation allowance		(29.84	%)		(43.84	%)
Effective tax rate		0.0	%		0.0	%

As of October 31, 2018, the Company had a net operating loss for tax purposes of $798,543.

The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the periods ended October 31, 2018 the Company did not recognize any interest or penalties in its statement of operations, nor did it have any interest or penalties accrued in its balance sheet at October 31, 2018 relating to unrecognized tax benefits.

Under the provisions of ASC 740, Accounting for Uncertainty in Income Taxes, the Company identified no significant uncertain tax positions in 2018. The Company files income tax returns in U.S. jurisdiction. There are no federal or state income tax examinations underway for these, and tax returns for the current year are still open to examination.

NOTE 9 - NOTE PAYABLE

Prior to the Change in Control we executed several promissory notes with nonrelated parties in the aggregate of $75,071 of which $24,738 was outstanding at the end of April 30, 2018. The unsecured promissory notes bear interest at 0% per annum and are due and payable upon demand. The Company in connection with the public offering repaid approximately $59,800 of these two nonrelated parties. In connection with the Change in Control our founder negotiated and guaranteed the forgiveness of certain debts of the Company. The Company recognized debt forgiveness of $18,538 from the remaining nonrelated party note payable.

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During the six month period ended October 31, 2018, the Company entered into a new promissory note with a nonrelated party for $25,000. The $25,000 note and interest of $841 was paid in full prior to July 2018.

Short-term notes payable at October 31, 2018 and April 30, 2018 was $110,000 and $0, respectively.

NOTE 10 – CONCENTRATION OF SALES AND SEGMENTED DISCLOSURE

For the six month periods ended October 31, 2018 and October 31, 2017, there were no concentration of sales with respect to the Company’s revenues. Revenue for all customers during these periods was in the form of product sales and services. No single customer made up more than 10% or more of total revenues.

The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

NOTE 11 – WARRANTS

In June 2018, 3,000,000 warrant shares were issued in connection with the sale of private placement offering. The fair value of the warrants were calculated based on the Black-Scholes model. See Note 5. The warrents are through private placement as the timing of the issuance of the warrants, as there was not a true public market as of the six months ended October 31, 2018. The value is accounted for to and from paid in capital, and so there is no true financial statement impact as of October 31, 2018. The warrants will expire in 4 years as of the issuance date. The warrants have not been exercised.

For the Black Scholes model calculation, we calculated a volatility rate averaging 73.1% based on other companies that with similar operations and size. Historical volatility was computed using daily pricing observations for recent periods. The Company believed this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents. As of October 31, 2018, the fair value of these warrants was $4,468,006.

The following table summarizes the assumptions used to estimate the fair value of warrants granted during the three months ended October 31, 2018:

	For the three months ended October 31, 2018

Expected dividend yield		0	%
Weighted-average expected volatility		73.1	%
Weighted-average risk-free interest rate		2.77-2.85	%
Expected life of warrants	4 years

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The Company’s outstanding and exercisable warrants as of October 31, 2018 and December 31, 2017 are presented below:

	Number Outstanding		Weighted Average Exercise Price		Contractual Life in Years		Fair Value

Warrants Outstanding and Exercisable as of December 31, 2017		-	$	-		-	$	-

Warrants granted (June 2018)		3,000,000	$	0.30		4.00	$	1,748,920

Warrants Forfeited		-	$	-		-	$	-

Warrants Exercised		-	$	-		-	$	-

Warrants Outstanding and Exercisable as of October 31, 2018		3,000,000	$	0.30		4.00	$	4,468,006

NOTE 12 – SUBSCRIPTION RECEIVABLE

During the three months ended July 31, 2018, the Company issued a net total of 250,000 shares of common stock for $0.20 per share in the private placement offering conducted in connection with the going public transaction. The total net purchase price of $50,000 had not been received as of July 31, 2018 and this amount is presented on the balance sheet as common stock subscriptions receivable, a contra-equity account. In addition, there was $13,000 in the escrow account as part of the going public transaction that was not deposited as of October 31, 2018, and so it was part of the common stock subscription receivable contra equity as well. The Company collected the total of $63,000 of the receivable subsequent to on August 9, 2018.

As part of the 692,000 shares in subscriptions entered for the three months ended October 31, 2018, there were 80,000 common shares at $.50 a share totaling $40,000 that was entered into, but the amount had not been paid as of October 31, 2018. This is presented on the balance sheet as common stock subscriptions receivable, a contra-equity account. The total subscription receivable as of October 31, 2018 is $40,000.

NOTE 13 – SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of October 31, 2018 through the date the financial statements were issued. The only significant events occurred during this period were:

On November 6th, 2018 the Company issued 300,000 shares to a vendor for professional services performed. Those services were valued at $90,000 or $0.30 per share.

Subsequent to the period ended October 31, 2018 the Company received another $145,000 in subscriptions with another 290,000 shares of common stock to be issued (See Note 4 – Share Capital).

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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 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 are located in Burbank, 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.

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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 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.

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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 quarter ended October 31, 2018 as Compared to the quarter ended October 31, 2017

Expenses - Expenses for the quarter ended October 31, 2018 were $407,689. Depreciation expense expended by the Company was $12,411. The Company incurred $374,218 in administrative and other costs associated with operations. The Company incurred research and development expenses of $33,471. Expenses for the quarter ended October 31, 2017 was $167,044. Depreciation expense expended by the Company was $0. The Company incurred $98,291 in administrative and other costs associated with our operations. The Company incurred research and development expenses of $68,753 for the quarter ended October 31, 2017. Expenses for the quarter ended October 31, 2018 are significantly higher than expenses for the quarter ended October 31, 2017.

Loss before provision for income taxes - Loss before provision for incomes taxes for the quarter ended October 31, 2018 was ($409,024). Loss before provision for incomes taxes for the quarter ended October 31, 2017 was ($162,786). We recorded no provision for federal income taxes for either period. We generated $90,423 and 4,248 in revenues from our products and services for the quarter ended October 31, 2018 and October 31, 2017.

Basic and diluted loss per share - Basic and diluted loss per share for the quarter ended October 31, 2018 was $0.01 per share. Weighted average basic and diluted number of shares outstanding was 35,407,236. Weighted average basic and diluted loss per share for quarter ended October 31, 2017 was $0.02 per share. Basic and diluted number of shares outstanding was 10,000,000.

Liquidity

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 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 October 31, 2018 and October 31, 2017, we owed $110,000 and $24,738 in connection with loans from several unrelated parties, respectively. The proceeds of which were used for basic working capital purposes.

The following activities and financial transactions occurred after our quarter ending October 31, 2018. They were the following:

On November 6th, 2018 the Company issued 300,000 shares to a vendor for professional services performed. Those services were valued at $90,000 or $0.30 per share.

Subsequent to the period ended October 31, 2018 the Company received another $145,000 in subscriptions with another 290,000 shares of common stock to be issued (See Note 4 – Share Capital).

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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.

Recently Issued Accounting Pronouncements

The Company evaluated recent accounting pronouncements through October 31, 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).

DESCRIPTION OF SECURITIES

General

The Company’s authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share and 25,000,000 shares of preferred stock, par value $0.001 per share. After the closing of the Merger, and assuming the issuance of the Exchange Shares, the shares of common stock sold in the private placement offering and the retirement of 15,000,000 shares of common stock, the Company had approximately 38,900,090 shares of common stock issued and outstanding as of October 31, 2018.

Common Stock

Stockholders shall not be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the Company which the Company proposes to issue or any rights or options which the Company proposes to grant for the purchase of shares of any class of the Company or for the purchase of any shares, bonds, securities, or obligations of the Company which are convertible or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the Company; and any and all of such shares, bonds, securities, or obligations of the Company, whether now or hereafter authorized or created may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations, and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

We are a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K and are not required to file information under this item.

Item 4.

Controls and Procedures.

Our Chief Executive Officer and Chief Accounting Officer is responsible for establishing and maintaining disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

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Based on his evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Accounting Officer has concluded our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are not effective to ensure information required to be disclosed by us in report we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SECs”) rules and forms and to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer to allow timely decisions regarding required disclosure.

(b) Changes in the Company’s Internal Controls over Financial Reporting

Other than described above, there have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Recently the Company hired a financial professional with experience in financial reporting, the creation of and management of internal control systems, as well as the ability to assist management in accounting controls and financial disclosure controls are necessary. This person has been hired on with the Company but does not hold the position of Chief Accounting Officer. That role still resides with Mr. Eric Rice.

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 Annual Report on Form 10-K for the fiscal year ended April 30, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

On June 6, 2018, in connection with the Merger Agreement, the Company issued an aggregate of 25,900,000 shares of its common stock to the former shareholders of Bioanomaly, Inc.

On June 8, 2018, the Company accepted subscriptions for 6,500,090 shares of the Company’s common stock in a private placement offering at a purchase price of $0.20 per share, for an aggregate offering amount of $1,300,000.

On June 8, 2018, the Company accepted subscriptions from two non-affiliates 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.

For the three months ended October 31, 2018, the Company accepted subscriptions from 10 non-affiliated investors in the aggregate amount of $161,000 for its shares of $.001 par value per share common stock for a price of $0.50 per share. The shares had not been issued and the Company is obligated to issue the shares once the offering is completed. As of October 31, 2018, the Company is obligated to issue 302,000 shares. Subsequent to the period ended October 31, 2018 the Company received another $145,000 in subscriptions with another 290,000 shares of common stock to be issued. The offering will terminate upon the sale and completion of 3,000,000 shares of common stock. The offering is not registered with the SEC under the 1933 Act, or the securities laws of any state, and are being offered upon reliance upon certain exceptions from registration under the laws of the United States.

The Company relied on the exemptions from federal registration under Section 4(2) of the Securities Act of 1933, as amended, Regulation S, and Rule 506 promulgated thereunder, based on its belief that the issuance of such securities did not involve a public offering, as there were fewer than 35 “non-accredited” investors, all of whom, either alone or through a purchaser representative, had such knowledge and experience in financial and business matters so that each was capable of evaluating the risks of the investment and/or were located outside the United States.

Item 3.

Defaults upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

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Item 5.

Other Information.

For the three months ended October 31, 2018, the company accepted subscriptions from 10 non-affiliated investors in the aggregate amount of $151,000 for its shares of $.001 par value per share common stock for a price of $0.50 per share. The shares had not been issued and the Company is obligated to issue the shares once the offering is completed. As of October 31, 2018, the Company is obligated to issue 302,000 shares. Subsequent to the period ended October 31, 2018 the Company received another $145,000 in subscriptions with another 290,000 shares of common stock to be issued. The offering will terminate upon the sale and completion of 3,000,000 shares of common stock. The offering is not registered with the SEC under the 1933 Act, or the securities laws of any state, and are being offered upon reliance upon certain exceptions from registration under the laws of the United States.

Item 6.

Exhibits.

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

Exhibit Number		Description

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
101.SCH		XBRL Taxonomy Extension Schema Document

* Filed along with this document

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: December 27, 2018	By:	/s/ Eric Rice
		Eric Rice
		Chairman, Chief Executive Officer (Principal Executive Officer and Principal Accounting Officer)

QUANTA INC - FORM 10-Q - December 27, 2018

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QUANTA INC Reports