UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended: September 30, 2018

or

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

For the transition period from ____________ to ____________

Commission file number 333-216026

Quantum Business Strategies, Inc.

(Name of Registrant as Specified in Its Charter)

 

Nevada	81-4787814
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1260 North Sloan, Lane, Las Vegas, Nevada	89110
(Address of Principal Executive Offices)	(Zip Code)

(702) 296-2754

(Issuer’s Telephone Number, Including Area Code)

____________________________________________

(Former Name and Address If Changed Since Last Report)

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

None

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

Common Stock, Par value $0.001 per share

Indicate by check mark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes   x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes   x No 

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. (Check one):

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   x No

On February 19, 2019, there were 28,009,000 shares of common stock outstanding. 

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION
ITEM 1.	Unaudited Financial Statements	3
	Balance Sheets as of September 30, 2018 (unaudited) and December 31, 2017	3
	Statements of Operations for the Three and Nine Months Ended September 30, 2018 (Unaudited)	4
	Statement of Cash Flows for the Three and Nine Months Ended September 30, 2018 (Unaudited)	5
	Notes to Unaudited Financial Statements	6
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	11
ITEM 4.	Controls and Procedures	11
PART II. OTHER INFORMATION
ITEM 6.	Exhibits	13

2

PART I. FINANCIAL INFORMATION

ITEM 1. Unaudited Consolidated Financial Statements

Quantum Business Strategies, Inc.

Consolidated Balance Sheets

	September 30, 2018			December 31, 2017
	(unaudited)
Assets
Current assets:
Cash	$	26,433		$	1
Prepaid deposits		-			19,800
Accounts receivable		-			15,000
Other receivable		-			-
Total current assets		26,433			34,801
Fixed Assets
Capital Lease Asset - Software Platform		2,200,000			-
Total other assets		2,200,000			-
Total assets	$	2,226,433		$	34,801
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable and accrued expenses		18,775			1,380
Loan Payable		32,860			-
Total currents liabilities		51,635			1,380
Long-term liabilities:
Convertible Note Payable		2,175,000			-
Total long-term liabilities		2,175,000			-
Commitments and contingencies		-			-
Stockholders' equity:
Common stock, $.001 par value, 500,000,000 shares authorized, 28,009,000 issued and outstanding as of September 30, 2018 and December 31, 2017 respectively.		28,009			28,009
Additional paid-in capital		22,581			22,581
Accumulated deficit		(50,792	)		(17,169	)
Stockholders' equity		(202	)		33,421
Total liabilities and stockholders' equity	$	2,226,433		$	34,801

See accompanying notes to condensed consolidated financial statements. 

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Quantum Business Strategies, Inc.

Consolidated Statements of Operations

(unaudited)

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2018			2017		2018			2017
Sales	$	-		$	6,000	$	-		$	15,000
Cost of Sales	$	-		$	2,400	$	-		$	6,000
Gross Profit	$	-		$	3,600	$	-		$	9,000
Operating expenses:
Consulting fees		9,411			3,000		21,674			18,786
General and administrative		5,733			53		11,949			295
Total operating expenses		15.144			3,053		33,623			19,081
Income from operations		(15,144	)		547		(33,623	)		(10,081	)
Other (expenses)/ income		-			-		-			-
Net loss before provision for income taxes		(15,144	)		547		(33,623	)		(10,081	)
Provision for income taxes					-					-
Net loss	$	(15,144	)	$	547	$	(33,623	)	$	(10,081	)
Net loss per common share- basic and diluted	$	-		$	-	$	-		$	-
Weighted average number of common shares outstanding- basic and diluted		28,009,000			28,009,000		28,009,000			28,009,000

See accompanying notes to consolidated financial statements.

4

Quantum Business Strategies, Inc.

Consolidated Statement of Cash Flows

(unaudited) 

	Nine Months Ended September 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(33,623	)		(10,081	)
Adjustments to reconcile net loss to net cash utilized in operating activities
Change in accounts receivable		15,000			(15,000	)
Change in accounts payable and accrued expenses		50,255			1,340
Change in prepaid deposit		19,800			(19,800	)
Change in other receivable		-			(1,100	)
Net cash used in operating activities		51,432			(44,641	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Lease Asset - Software Platform		(2,200,000	)
Net cash used in investing activities		(2,200,000	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Liabilities - Convertible Note Payable		2,175,000
Net cash provided by financing activities		2,175,000			-
CHANGE IN CASH AND CASH EQUIVALENTS:
Net decrease in cash and cash equivalents		26,432			(44,641	)
Cash and cash equivalents at beginning of year		1			44,662
Cash and cash equivalents at end of Period	$	26,433		$	21
NON-CASH SUPPLEMENTARY DISCLOSURES:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

 See accompanying notes to condensed consolidated financial statements.

5

Quantum Business Strategies, Inc.
Notes to Consolidated Financial Statements

As of and for the Nine Months Ended September 30, 2018

(unaudited)

(1) Summary of Significant Accounting Policies

Business Description - Quantum Business Strategies, Inc. (the “Company”), formerly Artin Consulting Inc., was incorporated in the State of Nevada on December 21, 2016. On September 10, 2018, the company filed an amendment to its certificate of incorporation in the State of Nevada to change the Company name.

Quantum Business Strategies, Inc. continues to solicit new clients for consulting services. Quantum is involved in overseeing the development of AZT Systems and on September 18, 2018 closed the purchase of AZT Systems which will be operated by Quantum’s wholly owned subsidiary AZT Systems Inc (a Nevada Corporation). Quantum has retained Holly Roseberry and Frank Ziegler to oversee the software development, locate expert consultants to assist with funding and launching AZT Systems. The software development staff and operations are based out of Ahmedabad India.

Condensed Interim Financial Statements - The accompanying are the unaudited condensed financial statements of the Company. These financial statements and notes should be read in conjunction with the most recent financial statements of the Company for the year ended December 31, 2017, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. These financial statements are condensed and, therefore, do not include all disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”).

The Company’s significant accounting principles were presented as Note 2 to the Financial Statements in the Form 10-K report these statements should be read along with that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018.

Going Concern - The Company’s unaudited financial statements for the period ended September 30, 2018, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the ordinary course of business.

Management recognizes that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity or debt financing and revenue to cover expenses as the Company will continue to incur losses.

Since its incorporation, the Company financed its operations almost exclusively through advances from its controlling shareholders. The Company expects to fund operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging to finance on acceptable terms.

 

6

Quantum Business Strategies, Inc.
Notes to Consolidated Financial Statements

As of and for the Nine Months Ended September 30, 2018

(unaudited)

The Company's ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing, and it may not be able to find such funding if required. Obtaining additional financing would be subject to some factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional funding unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company’s other significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10K. There were no significant changes to these accounting policies during the nine months ended September 30, 2018, except for the revenue recognition policy in the following paragraph and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

Capital Lease Purchase - The Company recognizes the purchase of AZT Systems will be treated as a business combination after ownership of the asset transfer.

Revenues - The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been provided, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue from the sale of services, like business plans are recorded at the time of delivery to the client, income for consulting services are recognized after the service has been rendered.

(2) Common Stock

During the current period ending September 30, 2018, no common stock transactions occurred.

The Company has 500,000,000 shares of common shares authorized at a par value of $.001 and 50,000 shares of preferred shares authorized at a par value of $.01. For the year-end December 31, 2017, the initial subscriptions resulted in 28,009,000 shares of common stock issued and outstanding.

During the period ended December 31, 2016 an entity controlled by the Company’ former Chief Executive Officer and Director who resigned in November of 2017 purchased 23,000,000 shares of common stock at $0.001 per share for $23,000.

 

7

Quantum Business Strategies, Inc.
Notes to Consolidated Financial Statements

As of and for the Nine Months Ended September 30, 2018

(unaudited)

(3) Related Party Transactions

No related party transactions occurred during the current period ending September 30, 2018.

(4) Subsequent Events

On September 10, 2018, Artin Consulting Inc. filed Articles of Amendment with the Nevada Secretary of State to change the name from Artin Consulting Inc. to “Quantum Business Strategies, Inc.”. The same amendment submitted to Secretary of State, (an Amendment After Issuance of Stock) documented the approval to issue 50,000 Preferred shares at $.01 par value for Quantum Business Strategies Inc.

On September 18, 2018, we entered into an asset purchase agreement with A & S Holdings, Inc. to purchase a restaurant point-of-sale software suite that manages customer payments, reservations, orders, reviews, and entertainment, which is known as the "AZT System," (the "Software"). The total payment for the Software was $25,000 in cash at closing, and the issuance of our convertible note in the principal amount for $2,175,000, to A & S Holdings, due September 18, 2021. A&S may, at any time from the date of this Note until the date that Quantum pays the entire amount of Principal to A&S, at its sole option, from time to time convert a portion, or all, of the Principal amount outstanding into shares of common stock in the capital of Quantum (the "Shares"). Each $0.02 of Principal outstanding at the time of conversion may be converted into one Share. We plan to further develop and initiate marketing of the Software to restaurants as well as other food services businesses.

8

ITEM 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.

The following is a discussion of our current financial position and results of operations. This discussion should be read in conjunction with our unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report and our audited financial statements of the Company for the year ended December 31, 2017, contained in the Company’s Form 10-K filed with the Securities and Exchange Commission. This discussion should also be read together with the disclosures below regarding “Forward-Looking Statements.”

Forward-Looking Statements

This quarterly report contains forward-looking statements that involve risks and uncertainties, and are not based solely on historical facts. We use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend” and similar expressions to identify such forward-looking statements. These forward-looking statements reflect our expectation of future events and our actual results are likely to differ materially from those anticipated in these statements for many reasons, including the risks faced by us described in this section.

Introduction

Quantum Business Strategies, Inc. (the “Company”), formerly Artin Consulting Inc., was incorporated in the State of Nevada on December 21, 2016. On September 10, 2018, the company filed an amendment to its certificate of incorporation with the State of Nevada to change the Company name. The Company is looking to further develop the AZT System for restaurants and market it, starting in the United States, and then continuing on to other countries worldwide.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated limited revenues since inception and sustained an accumulated net loss of $32,322 as of September 30, 2018. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to receive capital from third parties. No assurance can be given that the Company will be successful in these efforts.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As of September 30, 2018, the Company has operations.

 

9

Results of Operations

During the three month period ended September 30, 2018, the Company was working with the developers of AZT Systems putting together a plan for Quantum to purchase the software and setting up a detailed project that will be detailed further in the following section: “AZT Systems Project Plan.”

For the three months and nine months ending September 30, 2018, the Company had incurred in consulting and general and administrative expenses for $21,674 and $11,949, respectively. Such general and administrative expenses included consulting fees related to AZT and payments to the transfer agent for diarizing and filing the forms, payments to a firm assisting the Company with the filings and bank fees.

For the three and nine months ending September 30, 2018, the Company had a net gain (loss) of $(15,144) and $(33,623).

AZT Systems Project Plan

Initial Six Month Live Testing Stage – The Company is ready for our first soft launch Test Restaurant. Two months after this, we will be able to launch 12 additional Restaurants to resolve any issues that may arise before marketing on a full scale. We will conduct three onsite video interviews with the top performing and enthusiastic managers of these Restaurants. During the interviews we will receive actual payroll cost savings by departments, examples of increased efficiencies and overall opinion of the AZT System by an Independent Restaurant Manager or Owner.

Also during this period, AZT Systems will setup Cloud network systems to launch the next 500 Restaurants through Digital Marketing materials and platforms including Facebook, Twitter, Instagram etc. Corporate Marketing materials will be prepared and ready for campaigns to Restaurant Associations, Restaurant Franchises and Chamber of Commerce.

Second Six Month Marketing Campaign for USA – We hope to achieve a goal of 500 Restaurants within the following six months with an estimated acquisition cost of $200 per Restaurant equaling a total marketing budget of $100,000. This could result in revenues of approximately $600,000 from Reoccurring Software fees, Equipment Sales and Equipment lease commissions and advertising revenue.

Followed by a Third Six Month Marketing Campaign for USA, Canada, Mexico and Europe. We hope to achieve a goal of an additional 1,200 Restaurants within this third six month period. Once again with an estimated acquisition cost of $200 per Restaurant the total marketing budget would equal $240,000. This could result in Gross Revenues of approximately $1,500,000 from Reoccurring Software fees, Equipment Sales and Equipment lease commissions and, advertising revenue.

10

Liquidity and Capital Resources

As of September 30, 2018, and December 31, 2017, the Company had cash of $26,433 and 1, respectively. As of September 30, 2018, and December 31, 2017, the Company had liabilities of $51,635 and $1,380, respectively.

Since our incorporation we have financed our operations from the funds our shareholders invested with their share purchases.

Off-Balance Sheet Transactions

None.

ITEM 3. Qualitative and Qualitative Disclosures about Market Risk

Smaller reporting companies are not required to provide the information needed for this item.

ITEM 4. Controls and Procedures

As of the end of the fiscal quarter covered by this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-14 of the Securities Exchange Act of 1934.

Based upon that evaluation, the Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company’s disclosure controls and procedures are not effective in timely alerting her to material information relating to the Company required to be included in this Quarterly Report on Form 10-Q. There have been no changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

11

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Currently the Company is not involved in any legal matters and we are not aware of any material legal proceedings against us or our assets.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information needed for this item.

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

The Company did not sell or repurchase any Shares during the three months ended September 30, 2018.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

12

ITEM 6. EXHIBITS

Exhibit No.	Description of Exhibits
Exhibit 3.1	Articles of Incorporation of the Company
Exhibit 3.2	Bylaws of the Company
Exhibit 4.1	Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations Pursuant to NRS 78.385 and 78.390- After issuance of Stock
Exhibit 31.1	Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
Exhibit 32.1	Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Labels Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

13

SIGNATURES

Pursuant to the requirements 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.

 

	Quantum Business Strategies, Inc.
Date: February 21, 2019	By:	/s/ Holly Roseberry
		Chief Executive Officer and Principal Financial Officer

 14