Securities Registration Statement (s-1/a)
December 14 2018 - 4:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-1/A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
QUANTUM
ENERGY, INC.
(Exact name
of registrant as specified in its charter)
Nevada
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1311
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98-0428608
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(State
or other jurisdiction
of
incorporation or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(IRS
Employer Identification Number)
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SEC File
No. 333-225892
218
N. Jefferson Street, Suite 400
Chicago,
Illinois 60661
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(Address,
including zip code and telephone number, including area code, of principal executive offices)
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Nevada Agency
and Trust Company
50 West
Liberty Street, Suite 880
Reno, NV
89501
(Name, address
and telephone number of agent for service)
with copies
to:
Jerold
N. Siegan
218
N. Jefferson Street
Suite
400
Chicago,
Illinois 60661
(480)
734-0337
Approximate
date of commencement of proposed sale to the public: As soon as practicable and from time to time after the effective date of
this registration statement.
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If this Form
is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.
☐
If this Form
is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐
If this Form
is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company.
Large
accelerated filer
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☐
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Accelerated
Filer
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☐
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Non-accelerated
filer
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☐
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Smaller
reporting company
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☒
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CALCULATION
OF REGISTRATION FEE
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Proposed
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maximum
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Proposed
maximum
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Amount
of
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Amount
to be
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offering
price per
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aggregate
offering
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registration
fee
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Title
of each class of securities to be registered
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registered
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share
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price
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(1)
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Newly
Issued Common Stock to be registered as part of a Primary Offering (as defined herein)
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2,000,000
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$2.00
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$4,000,000
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$
484.80
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Common
Stock Issued and Outstanding to be registered as a part of a Secondary Offering by certain Selling Stockholders (as defined
herein)
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24,680,137
(2)(3)
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$0.065
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$1,604,209
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$194.43
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TOTAL
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26,680,137
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—
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$
5,604,209
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$679.23
(4)
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(1)
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The
fee is calculated by multiplying the aggregate offering amount by .000121200, pursuant
to Rule 457.
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(2)
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Represents
certain Common Stock currently outstanding to be sold by the selling stockholders.
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(3)
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Includes
3,116,468 shares of Common Stock reserved for issuance upon the exercise of outstanding
options and warrants all of which have an exercise price of $1.00(USD) per share.
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(4)
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The
Registrant paid $622.50 when it filed the Form S-1A on November 11, 2018. The amount due is 73.23.
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THE OFFERING
PRICE OF THE COMMON STOCK HAS BEEN ARBITRARILY DETERMINED AND BEARS NO RELATIONSHIP TO ANY OBJECTIVE CRITERION OF VALUE. THE PRICE
DOES NOT BEAR ANY RELATIONSHIP TO OUR ASSETS, BOOK VALUE, HISTORICAL EARNINGS OR NET WORTH.
THE REGISTRANT
HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL WE WILL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
The information
in this preliminary prospectus is not complete and may be changed. The securities registered hereunder, including those held by
selling stockholders, may not be sold until this registration statement filed with the United States Securities and Exchange Commission
is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted under applicable law.
SUBJECT
TO COMPLETION, Dated December__, 2018
EXPLANATORY
NOTE
This sole purpose of the Amendment to the Registration Statement SEC File No.
333-225892 of Quantum Energy Inc. (Registration Statement) is to amend the Exhibit Index and to submit Exhibit 3.13. This
Amendment to the Registration Statement does not modify any provision of the prospectus that forms a part of the Registration
Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, the Exhibit Index
under Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibit 3.1
filed herewith. No changes are being made to the prospectus and, therefore, the prospectus has been omitted from this
filing.
Exhibit
Index
Exhibit
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Number
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Description
of Exhibit
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Filing
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3.1
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Articles of Incorporation filed February 5, 2004
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Previously
Filed
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3.2
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By-Laws
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Previously
Filed
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3.3
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Certificate of Change filed August 31, 2005
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Previously
Filed
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3.4
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Certificate of Amendment filed May 24, 2006
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Previously
Filed
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3.5
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Certificate of Correction filed June 12, 2006
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Previously
Filed
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3.6
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Certificate of Amendment of Articles of Incorporation filed September, 16, 2013
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Previously
Filed
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3.7
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Certificate of Amendment of Articles of Incorporation filed March 20, 2014
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Previously
Filed
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3.8
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Certificate of Designation filed March 20, 2014
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Previously
Filed
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3.9
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Certificate of Designation filed April 3, 2014
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Previously
Filed
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3.10
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Certificate of Amendment of Articles of Incorporation filed June 11, 2018
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Previously
Filed
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3.11
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Certificate of Withdrawal of Certificate of Designation filed November 26, 2018
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Previously
Filed
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3.12
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Complete copy of Current Articles of Incorporation and Amendments
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Previously
Filed
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3.13
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Restated Articles of Incorporation filed December 14, 2018
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Filed
Herewith
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5.1
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Legal Opinion of Jerold N. Siegan
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Previously
Filed
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5.2
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Opinion and Consent of Jerold N. Siegan dated December 5, 2018
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Previously
Filed
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10.1
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Audit Committee Charter
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Previously
Filed
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10.2
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Compensation Committee Charter
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Previously
Filed
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10.3
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Nominating and Corporate Governance Committee Charter
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Previously
Filed
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10.4
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Mountain Top Mutual Rescission Agreement dated January 15, 2018
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Previously
Filed
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10.5
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Native Son Settlement Agreement and Mutual Release dated October 26, 2017
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Previously
Filed
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10.6
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Cancellation of Series A Preferred Stock
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Previously
Filed
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10.7
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Cancellation of Series B Preferred Stock
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Previously
Filed
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10.8
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Resignation of Lorne Keith Stemler as a director and officer
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Previously
Filed
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10.9
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Resignation of Stanley F. Wilson as a director and officer
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Previously
Filed
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10.10
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Land Contract and extension
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Previously
Filed
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10.11
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Binding Letter of Intent between Registrant and Inductance Energy Corporation dated April 10, 2018
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Previously
Filed
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10.12
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Form of subscription Agreement
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Previously
Filed
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14.1
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Code of Business Conduct and Ethics
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Previously
Filed
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21.1
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List of subsidiaries
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Previously
Filed
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23.1
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Consent of DeCoria, Maichel & Teague, CPAs
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Previously
Filed
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23.2
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Updated Consent of DeCoria, Maichel & Teague, CPAs dated August 22, 2018
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Previously
Filed
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23.3
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Consent of Jerold N. Siegan
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Previously
Filed
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23.4
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Updated Consent of DeCoria, Maichel & Teague, CPAs dated December 5, 2018
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Previously
Filed
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23.5
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Updated Legal Opinion and Consent of Jerold N. Siegan dated December 5, 2018
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Previously
Filed
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24.1
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Power of Attorney
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Previously
Filed
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UNDERTAKINGS
The undersigned
registrant hereby undertakes:
1.
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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i.
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To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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ii.
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To
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement.
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iii.
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To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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2.
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That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
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3.
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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4.
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That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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i.
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424;
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ii.
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
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iii.
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The
portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and
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iv.
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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5.
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That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
date of first use.
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Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling
persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person
of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled
by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of
such case.
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized on December 14, 2018.
Quantum Energy, Inc.
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By:
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/s/
Jeffrey Mallmes
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Jeffrey Mallmes
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Chief Executive
Officer
(Principal Executive Officer)
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Quantum Energy, Inc.
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By:
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/s/
Jeffrey Mallmes
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Jeffrey Mallmes
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Principal Financial Officer
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Pursuant to the requirements of
the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
Name
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Title
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Date
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/s/
Jeffrey Mallmes
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Chairman, President
and Treasurer and director
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December 14,
2018
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Jeffrey
Mallmes
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POWER
OF ATTORNEY
We,
the undersigned directors and officers of Quantum Energy, Inc. do hereby constitute and appoint Jeffrey Mallmes our true and lawful
attorneys and agents, with full power of substitution, to do any and all acts and things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for
us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments and
any related registration statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended) hereto and we do
hereby ratify and confirm that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities indicated on the 14th day of December 2018.
Signature
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Title
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/s/Andrew
J. Kacic
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Secretary
and Director
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/s/William
J. Hinz
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Director
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/s/Richard
Ethington
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Director
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/s/Pamela
L. Bing
/s/
Jeffrey Mallmes Chairman, President and Treasurer and director
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Director
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