DNA Testing Centers (DNAT) 10-Q 2017 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period endedSeptember 30, 2017

or

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

For the transition period from __________ to __________

Commission File Number333-199589

DNA TESTING CENTERS, CORP.

(Exact name of registrant as specified in its charter)

Florida	applied for
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

2378 Parkhaven Blvd., Oakville, Ontario	L6H 0E7
(Address of principal executive offices)	(Zip Code)

+81 3-5764-3380

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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. [X] 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). [X] YES [  ] NO

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

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [  ] YES [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [  ] YES [  ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

21,496,404 common shares issued and outstanding as of June 4, 2019.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13
PART II – OTHER INFORMATION	14
Item 1. Legal Proceedings	14
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	15

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Our consolidated unaudited interim financial statements for the three and nine month periods ended September 30, 2017 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

3

DNA TESTING CENTERS, CORP.

Condensed Consolidated Financial Statements

September 30, 2017

(Expressed in U.S. dollars)

(unaudited)

	Index
Condensed Consolidated Balance Sheets	F–2
Condensed Consolidated Statements of Operations and Comprehensive Loss	F–3
Condensed Consolidated Statements of Cash Flows	F–4
Notes to the Condensed Consolidated Financial Statements	F–5

F-1

DNA TESTING CENTERS, CORP.

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

	September 30, 2017 $			December 31, 2016 $
	(unaudited)
ASSETS
Current Assets
Cash		81,940			3,778
Accounts receivable		1,314			2,410
Total current assets		83,254			6,188
Property and equipment (Note 3)		3,602			3,820
Total Assets		86,856			10,008
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		21,495			30,675
Due to related parties (Note 4)		118,515			88,866
Total Liabilities		140,010			119,541
Going Concern (Note 1)
Subsequent Event (Note 6)
Stockholder’s Deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, nil shares issued and outstanding		–			–
Common stock, 1,000,000,000 shares authorized, $0.0001 par value 21,496,404 shares issued and outstanding		2,149			2,149
Additional paid-in capital		221,318			221,318
Share subscriptions received (Note 5)		100,000			–
Accumulated other comprehensive loss		(21,638	)		(9,718	)
Deficit		(354,983	)		(323,282	)
Total Stockholder’s Deficit		(53,154	)		(109,533	)
Total Liabilities and Stockholder’s Deficit		86,856			10,008

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-2

DNA TESTING CENTERS, CORP.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

	Three Months Ended September 30, 2017 $			Three Months Ended September 30, 2016 $			Nine Months Ended September 30, 2017 $			Nine Months Ended September 30, 2016 $
Revenue		11,591			11,503			44,067			20,854
Direct costs		9,216			2,146			15,859			8,438
Gross Profit		2,375			9,357			28,208			12,416
Expenses
Advertising and promotion		2,610			1,729			4,122			5,578
Depreciation		244			147			476			356
Bad debts		1,520			–			4,207			–
Consulting fees		627			10,481			778			81,501
Office and miscellaneous		7,069			1,032			11,954			7,558
Professional fees		16,140			519			20,807			14,299
Rent (Note 4)		2,694			38			7,190			2,295
Salaries		212			–			10,375			–
Total Expenses		31,116			13,946			59,909			111,587
Net Loss for the Period		(28,741	)		(4,589	)		(31,701	)		(99,171	)
Other Comprehensive Loss
Foreign currency translation income (loss)		(9,431	)		792			(11,920	)		(1,438	)
Comprehensive Loss for the Period		(38,172	)		(3,797	)		(43,621	)		(100,609	)
Loss Per Share, Basic and Diluted		–			–			–			–
Weighted Average Shares Outstanding		21,496,404			21,496,404			21,496,404			21,283,583

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-3

DNA TESTING CENTERS, CORP.

Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	Nine Months Ended September 30, 2017 $			Nine Months Ended September 30, 2016 $
Operating Activities
Net loss		(31,701	)		(99,171	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		476			356
Bad debts expense		6,996			–
Stock-based compensation		–			52,500
Changes in operating assets and liabilities:
Accounts receivable		(5,900	)		(594	)
Other receivable		–			(4,477	)
Accounts payable and accrued liabilities		(9,180	)		197
Due to related parties		6,885			–
Net Cash Used In Operating Activities		(32,424	)		(51,189	)
Financing Activities
Proceeds from related parties		15,746			55,404
Proceeds from share subscriptions received		100,000
Net Cash Provided By Financing Activities		115,746			55,404
Effect of foreign exchange rate changes on cash		(5,160	)		(1,388	)
Change in Cash		78,162			2,827
Cash, Beginning of Period		3,778			207
Cash, End of Period		81,940			3,034
Supplemental Disclosures:
Interest paid		–			–
Income taxes paid		–			–

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-4

DNA TESTING CENTERS, CORP.

Notes to the Condensed Consolidated Financial Statements

September 30, 2017

(Expressed in U.S. dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

DNA Testing Centers, Corp. (the “Company”) was incorporated in Florida on July 3, 2014. On July 3, 2014, the Company acquired DNA Testing Centers of Canada Ltd. (“DNA Canada”). DNA Canada performs testing related to analyzing and monitoring an individual’s genetic makeup. The acquisition was treated consolidated as an entity under common control.

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at September 30, 2017, the Company has an accumulated deficit of $354,983, a working capital deficit of $56,756, and realized negative cash flows from operations totaling $32,424 for the period ended September 30, 2017. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation

These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, DNA Canada. All inter-company accounts and transactions have been eliminated on consolidation.

(b) Comprehensive Loss

Comprehensive loss consists of net loss and other related gains and losses affecting stockholders’ equity that are excluded from net income or loss. As at September 30, 2017 and 2016, comprehensive loss includes cumulative translation adjustments for changes in foreign currency exchange rates during the period.

(c) Reclassifications

Certain of the prior year figures were reclassified to conform to the current year’s presentation.

(d) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-5

DNA TESTING CENTERS, CORP.

Notes to the Condensed Consolidated Financial Statements

September 30, 2017

(Expressed in U.S. dollars)

(unaudited)

3. Propertyand Equipment

	Cost $		Accumulated depreciation $		Foreign currency translation loss $		Net carrying Value September 30, 2017 $		Net carrying Value December 31, 2016 $
Medical equipment		5,440		1,048		790		3,602		3,820

4. RelatedParty Transactions

(a)	As at September 30, 2017, the Company owed $1,558 (December 31, 2016 – $1,558) and $6,315 (Cdn$7,900) (December 31, 2016 - $nil) to the Chief Executive Officer of the Company which is non-interest bearing, unsecured, and due on demand.
(b)	As at September 30, 2017, the Company owed $1,558 (December 31, 2016 – $1,558) and $83,259 (Cdn$104,149) (December 31, 2016 – $68,708 (Cdn$92,249)) to the Chief Financial Officer of the Company which are non-interest bearing, unsecured, and due on demand.
(c)	As at September 30, 2017, the Company owed $1,558 (December 31, 2016 – $1,558) to a director of the Company which is non-interest bearing, unsecured, and due on demand.
(d)	As at September 30, 2017, the Company owed $14,390 (Cdn$18,000) (December 31, 2016 – $6,704 (Cdn$9,000)) to a director of the Company which is non-interest bearing, unsecured, and due on demand.
(e)	As at September 30, 2017, the Company owed $5,800 (December 31, 2016 – $5,800) and $879 (Cdn$1,100) (2016 - $nil) to the spouse of a director of the Company which is non-interest bearing, unsecured, and due on demand.
(f)	As at September 30, 2017, the Company owed $3,198 (Cdn$4,000) (December 31, 2016 - $2,980 (Cdn$4,000)) to the spouse of a director of the Company which is non-interest bearing, unsecured, and due on demand.
(g)	During the nine months ended September 30, 2017, the Company incurred $7,190 (2016 - $2,295) in rent to a director of the Company.

5. CommonStock

On July 24, 2017, the Company received proceeds of $100,000 for 1,000,000 common shares at a price of $0.10 per common share to be issued.

6. SubsequentEvent

On January 29, 2018, the Company paid a shareholder of the Company a return of capital of $15,000.

F-6

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited consolidated financial statements are stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean DNA Testing Centers, Corp. and our wholly owned subsidiary, DNA Testing Centers of Canada, Ltd., a company formed pursuant to the laws of Alberta, unless otherwise indicated.

Corporate Overview

We were incorporated in the State of Florida on July 3, 2014 and incorporated to acquire our wholly owned subsidiary DNA Centers of Canada, Ltd., a Canadian corporation formed on April 6, 2009, to distribute DNA diagnostic testing kits to consumers and medical practitioners in Canada.

On July 3, 2014, we issued an aggregate of 19,999,998 or 6,666,666 common shares to:

1.	7612176 Canada Inc., a Canadian corporation, controlled by Dr. Barjinder Sohal, our chief executive officer, president and director,
2.	7322640 Canada Inc. a Canadian corporation controlled by Dr. Nitan Arora, our vice president and director, and
3.	7322747 Canada Inc. a Canadian corporation controlled by Navjot Nanda our secretary, treasurer and director,

In exchange, we acquired 100% of the outstanding shares of DNA Testing Centers of Canada, Ltd., which became our wholly-owned subsidiary. At the time of the acquisition, 7612176 Canada Inc., 7322640 Canada Inc. and 7322747 Canada Inc. each held 33.33% of DNA Centers of Canada, Ltd. representing 100% of its outstanding securities.

4

Our principal executive office is located at 2378 Parkhaven Boulevard, Oakville, Ontario, L6H 0E7, Canada. Our telephone number is 1-866-863-5139. Our website is www.dnatestingcanada.com.

Our Current Business

We provide DNA testing kits directly to consumers and to health care practitioners. We distribute and ship our products only in Canada.

Our operations to date and those of our wholly owned subsidiary, DNA Testing Centers of Canada, Ltd., include:

1.	development of our business plan;
2.	research and development of DNA testing methods and technologies;
3.	locating suppliers for DNA testing kits;
4.	locating and reviewing potential labs to interpret our DNA testing kits;
5.	creating our marketing strategy;
6.	developing content for our website that describes DNA technology, the DNA testing process and the DNA test kits we sell; and
7.	selling our DNA testing kits to medical practitioners and directly to consumers. DNA Testing Centers of Canada, Ltd., commenced sales of its products in April of 2010.

DNA Testing Centers of Canada, Ltd., our wholly owned subsidiary, commenced sales of its products in April of 2010. To date, product sales were generated from our website and sold by phone order. Our customers pick up and pay for their purchases at our office location at 2378 Parkhaven Boulevard, Oakville, Ontario, L6H 0E7, Canada. We do not use an outside sales force.

We presently offer our paternity testing kits for purchase on our website. We offer our remaining test kits for purchase on our website using an online shopping cart.

Customer Price and Accuracy of Our DNA Test Kits

As reflected in the chart below, all of our tests have an accuracy rate of 99.8% except for our prenatal gender test which is 98% effective. All of our tests are based upon a saliva sample. The most common reason for result errors in our tests is an insufficient saliva sample.

The cost per test kit for our DNA testing kits and accuracy of each kit is summarized below:

Type of Test	Price Per Kit
Prenatal Gender Test	$	149.00
Paternity Tests - Informational	$	94.00
Paternity Tests - Legal	$	150.00
Kinship Test	$	155.00
Ancestry DNA Testing	$	250.00
Genetic Predisposition (Carrier, Drug, Health)	$	249.00
Genetic Pred + Diet & Fitness as Bundle Test	$	349.00
Carrier Testing	$	300.00
Drug Response Testing	$	300.00
Health Condition Testing	$	300.00
Diet & Fitness Testing	$	300.00

5

DNA Testing Technologies

DNA testing generates genetic profile information by analyzing an organism’s unique genetic identity. The process of identifying unique variations in a genome is referred to as DNA testing. DNA testing is the standard method used for forensic identification, ancestry tracing and to confirm paternity and other family relationships.

We provide two types of DNA testing.

The first is composed of ancestral testing (both paternal and maternal), paternity testing (informational and legal), prenatal gender testing, and twin diagnostic testing.

The second tests for disease predisposition. These tests can identify a person’s genetic risk for cancer, heart conditions, inherited conditions, nutrition, fitness response, and drug response to medication.

A DNA profile can be determined from any type of biological specimen containing nuclear DNA, including blood or a tissue sample, such as a cheek swab or saliva.

DNA testing currently used for identity purposes examines specific sequences of DNA that exhibit variability between different individuals. Our tests use SNP genotyping, DNA sequencing and STR markers.

SNP Genotyping

A SNP is a Single Nucleotide Polymorphism. These are single base pairs in a genome that exhibit variation across the human population. There are two applications a SNP can be used for, one is whole genome association studies and the other is point mutation. In whole genome association studies, large amounts of data in the form of SNPs are gathered from a sample of people. Depending on what the target of the study is, associations can be made based on a person’s SNP profile. Here is a fictitious example: a person with an “A” base at position 765,659 on chromosome 11 has a 100 times higher likelihood of developing a rare form of cancer than a person with a “T” base. This is not a definitive diagnosis but can definitely be helpful information for the patient in terms of preventative care.

A SNP marker can also detect a genetic disease like cystic fibrosis. In this case the SNP (or 3 base pairs in the case of cystic fibrosis) will show definitively if a person has the disease or not. The association is 100%.

DNA Sequencing

In DNA sequencing, 300-500 base pair stretches of DNA are elucidated to show a more complete picture. DNA sequencing is helpful in determining genetic disorders that SNP analysis alone cannot do. DNA sequencing is also critical in the development of SNP assays.

STR Markers

A short tandem repeat (“STR”) is a portion of DNA in which small sequences are repeated a variable number of times. Typically, there are 10 to 25 possible variations of a given human STR marker, with each person having just one or two variations. By looking at a moderate number of STRs, a DNA profile is determined that is virtually unique for each individual. STRs are the most common genetic markers used in the industry to determine identity in forensic, paternity and security applications.

6

Our Products

We sell the following types of DNA test kits to medical practitioners and directly to consumers located in Canada:

Prenatal Gender Test

The Prenatal Gender Test determines gender after 7 weeks of gestation. This test works by looking for a Y chromosome within the mother’s blood.

Paternity Test – Informational

The Paternity Test uses a cheek swab collected from both the child and the alleged father to determine parentage. DNA Testing Centers uses a 15 genetic marker analysis.

Paternity Test - Legal

The Paternity Test uses a cheek swab collected from both the child and the alleged father to determine parentage. DNA Testing Centers uses a 15 genetic marker analysis. This test must be performed at a medical clinic and is designed to be used in legal proceedings to establish paternity.

Kinship Testing

A DNA kinship test determines the relationship between two or more individuals to assess an alleged relationship such as full or half siblings, grandparents and aunts or uncles

Ancestral Origins Testing

The Ancestry test provides an estimated percentage of ancestry from four different population groups: Indigenous American, European, East Asian and Sub-Saharan African.

Genetic Predisposition

Genetic predisposition testing can identify a person’s predisposition for over 70 health conditions based upon their DNA.

Carrier Test Identification

Carrier test identification can identify individuals who carry a genetic disorder.

Drug Response Testing

Drug response testing identifies uses a person’s DNA to identify metabolism enzymes and transporters that have been linked to harmful reactions with common medical prescriptions.

The Testing Process

Our DNA test kits include swabs to collect a saliva sample, detailed instructions and pre-labeled packaging to send the sample to us. Upon receipt of the sample, it is registered in our database and sent to a third party laboratory to be interpreted. All tests are interpreted by either US laboratories accredited by CLIA and CAP or Canadian laboratories accredited by the Standard Council of Canada and CAP. After interpretation, the laboratory delivers the test results to us by email. Upon receipt, we enter the results in our customer database and deliver the results to the consumer by email.

7

The results for paternity tests and Y-chromosome relationship tests and grandparent or uncle or aunt tests, are interpreted within 4 to 5 business days of the lab’s receipt of the test. Ancestry origin tests are interpreted within 21 to 28 days of receipt. Genetic predisposition test including diet and fitness testing are interpreted within 28-42 days of receipt. We typically deliver the test results to the customer by email within 1 to 4 days after our receipt.

Suppliers

We purchase our DNA test components from Pro Printing and Mailing Services Inc. located at 1235 Trafalgar Road, Oakville, Ontario, L6H 3P1 and assemble the products at our facilities, or we purchase finished kits previously from Pathway Genomics Lab, 4045 Sorrento Valley Boulevard, San Diego, CA 92121.

Marketing Strategy

Our first product sale was in April of 2010. Sales generated from our website are placed by phone order. We presently offer our paternity testing kits for purchase on our website. We offer an online shopping cart featuring all of our products.

Our core marketing strategy is to brand our “DNA For Family” slogan for those seeking information that can be determined by DNA testing such as kinships and ancestry and our “DNA For Health” slogan for those seeking to improve their health by DNA testing to determine disease predisposition, nutrition and fitness testing.

We implemented our marketing plan in April of 2015.

● In April of 2015, we began social media campaigns on Twitter, Facebook, Linkedin and other websites to market our products;

● In May of 2015, we established Google AdWords and search engine optimization campaigns targeting consumers in Canada; and

● In June of 2015, we offered incentive for medical practitioners, medical facilities and fitness centers.

In September of 2015, we offered event promotions to medical offices, clinics, and fitness centers in Canada to demonstrate our products.

We also plan to attract medical practitioners and their customers through the existing relationships of our chief executive officer, president and director, Dr. Barjinder Sohal, a licensed physician, and Dr. Nitan Arora, our vice president and director, a chiropractic physician.

We believe that a marketing mix of social media, email advertising, print advertising in medical journals and health/ fitness publications, internet advertising and medical office and fitness center event promotions providing information and sample test kits is an optimal strategy to increase sales.

8

Raw Materials

Raw materials used by us in our DNA test kits are available from a variety of suppliers. We maintain a good relationship with our suppliers and do not anticipate that any of our suppliers will terminate their relationship with us in the near term. In the event, we are unable to obtain any of our raw materials from our suppliers, we believe that we could obtain alternative sources of any raw materials from other suppliers. We do not have contracts with our suppliers and we order our raw materials on an as-needed basis. We have not experienced any material adverse effect on our business as a result of shortages of raw materials. An unexpected interruption or a shortage in supply of raw materials could adversely affect our business derived from these products.

Research and Development

All of our research to date has been done by Dr. Barjinder Sohal, our chief executive officer, president and director who is a licensed physician in Canada and Dr. Nitan Arora, our vice president and director, who is a licensed chiropractic physician in Canada. We have not spent any amounts on research and development in the prior two years.

Property

We rent our office space at 2378 Parkhaven Boulevard, Oakville, Ontario, L6H 0E7, Canada from Navjot Nanda. This property is a lease of a 400 square foot office that is owned by Navjot Nanda, our treasurer, secretary, and director. We currently pay $1,000 per month, and occupy the premises on a month-to-month basis.

Seasonality

Our business is not affected by seasonal factors.

Intellectual Property

We have no registered or patented intellectual property. Trademarks and trade names distinguish the various companies from each other. If customers are unable to distinguish our products from those of other companies, we could lose sales to our competitors. We do not have any registered trademarks and trade names, so we only have common law rights with respect to infractions or infringements on its products. Many subtleties exist in product descriptions, offering and names that can easily confuse customers. The name of our principal products may be found in numerous variations of the name and descriptions in various media and product labels. This presents a risk of losing potential customers looking for our products and buying someone else’s because they cannot differentiate between them.

Overview

DNA Testing Centers, Corp., together with our wholly-owned subsidiary, DNA Centers of Canada, Ltd., are collectively referred to herein as the “Company,” “us” or “we.”

We were incorporated in the State of Florida on July 3, 2014, to acquire our wholly owned subsidiary DNA Centers of Canada, Ltd., a Canadian corporation formed on April 6, 2009, to distribute DNA testing products to consumers and medical practitioners in Canada.

We currently sell our DNA test kits directly to our customers. Our customers are both individuals and medical practitioners. Our DNA testing kits are sold directly to customers who place orders by telephone.

9

Going Concern

As reflected in the accompanying interim consolidated financial statements, we have an accumulated deficit of $354,983 and working capital deficit of $56,756 as of September 30, 2017. We currently have limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. This raises substantial doubt about its ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement its business plan. The interim consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.

Results of Operations

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

For the three months ended September 30, 2017, we had revenues of $11,591 compared to $11,503 for the three months ended September 30, 2016.

Operating expenses increased to $31,116 for the three months ended September 30, 2017 compared to $13,946 for the three months ended September 30, 2016 mainly due to the increase in professional fees.

We had a net loss of $28,741 for the three months ended September 30, 2017, which was more than the net loss of $4,589 for the three months ended September 30, 2016. The increase in net loss mainly resulted from the decrease in gross profit and increase in professional fees.

The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended September 30, 2017 and 2016:

	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016
Revenues	$	11,591		$	11,503
Direct costs		9,216			2,146
Operating Expenses		31,116			13,946
Net income (loss)	$	(28,741	)	$	(4,589	)

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017, our company had revenues of $44,067 compared to $20,854 for the nine months ended September 30, 2016. The increase in revenues was due to an increase in online advertising which led to an increase in sales.

Operating expenses decreased to $59,909 for the nine months ended September 30, 2017 compared to $111,587 for the nine months ended September 30, 2016, mainly due to the decrease in consulting fees.

We had a net loss of $31,701 for the nine months ended September 30, 2017, which was less than the net loss of $99,171 for the nine months ended September 30, 2016. Our decreased net loss mainly resulted from higher gross profit and a decrease in consulting fees.

10

The following table summarizes key items of comparison and their related increase (decrease) for the nine month periods ended September 30, 2017 and 2016:

	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016
Revenues	$	44,067		$	20,854
Direct costs		15,859			8,438
Operating expenses		59,909			111,587
Net income (loss)	$	(31,701	)	$	(99,171	)

Liquidity and Capital Resources

Our balance sheet as of September 30, 2017 reflects current assets of $83,254. We had cash in the amount of $81,940 which is insufficient to carry out our stated plan of operation for the next twelve months.

As of September 30, 2017, our company had accumulated losses of $354,983 since inception and had a working capital deficit of $56,756. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. The continuation of our company as a going concern is dependent upon financial support from its stockholders, the ability of our company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The full and timely development and implementation of our business plan and growth strategy will require significant additional resources, and our company may not be able to obtain the funding necessary to implement its growth strategy on acceptable terms or at all.

An inability to obtain such funding could slow down or prevent our company from further development of our business. Our company intends to explore additional options to secure sources of capital, including the issuance of debt, and equity, including preferred equity securities or other equity securities. Our company does not have commitments from any third parties to provide additional financing. Our company might not succeed in raising additional equity capital or in negotiating and obtaining additional and acceptable financing when it needs it or at all. Our company’s ability to obtain additional capital will also depend on market conditions, national and global economies and other factors beyond its control. We cannot assure you that our company will be able to implement or capitalize on various financing alternatives or otherwise obtain required capital, the need for which is substantial given its operating loss history and its business and development plan. The terms of any future debt or equity funding that our company may obtain in the future may be unfavorable to our company and to its stockholders.

Working Capital

	At September 30, 2017			At December 31, 2016
Current assets	$	83,254		$	6,188
Current liabilities		140,010			119,541
Working capital (deficit)	$	(56,756	)	$	(113,353	)

11

We anticipate generating losses and, therefore, may be unable to continue operations further in the future.

Cash Flows

	Nine Months Ended
	September 30,
	2017			2016
Net cash used in operating activities	$	(32,424	)	$	(51,189	)
Net cash provided by investing activities		Nil			Nil
Net cash provided by financing activities		115,746			55,404
Effect of foreign exchange rate changes on cash		(5,160	)		(1,388	)
Net increase in cash during period	$	78,162		$	2,827

Operating Activities

Net cash used in operating activities during the nine months ended September 30, 2017 was $32,424, a decrease from the $51,189 net cash used during the nine months ended September 30, 2016.

Investing Activities

Our company had no investing activities during the nine months ended September 30, 2017 and 2016.

Financing Activities

Cash provided by financing activities during the nine months ended September 30, 2017 was $115,746 as compared to $55,404 during the nine months ended September 30, 2016.

Future Financings

We anticipate that we will have to generate enough revenue or enter into additional debt or equity financings to have enough cash to sustain operations for at least a year. However, we cannot make any assurance that we will be successful in generating enough revenue or obtain additional financings to sustain operations. Moreover, our independent auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Management may decide, based on market conditions, to seek future private placements if management believes such private placements are in the best interests of our company.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies and Estimates

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States necessarily requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We regularly evaluate estimates and judgment based on historical experience and other relevant facts and circumstances. Actual results could differ from those estimates.

12

Revenue recognition

The Company derives revenue from the sale of DNA diagnostic testing kits in relation to analyzing and monitoring an individual’s genetic makeup. In accordance with ASC 605, “Revenue Recognition”, revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered, the sale price is fixed or determinable, and collectability is reasonably assured.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our president (our principal executive officer, principal financial officer and principal accounting officer) in connection with the review of our consolidated financial statements as of September 30, 2017.

13

To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the consolidated financial statements included herein fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented.

This quarterly report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to the rules of the SEC that permit our company to provide only the management’s report in this quarterly report.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

14

Item 6. Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation; Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).
(10)	Material Contracts
10.1	Lease Agreement between Testing Centers Corp and Navjot Nanda (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).
10.2	Employment Agreement between DNA Testing Centers Corp and Dr. Barjinder Sohal (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).
10.3	Employment Agreement between DNA Testing Centers Corp and Dr. Nitan Arora (incorporated by reference to our Registration Statement on Form S-1/A filed on October 24, 2014).
10.4	Employment Agreement between DNA Testing Centers Corp and Navjot Nanda (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).
10.5	Agreement between DNA Testing Centers Corp and DNA Testing Centers of Canada, Ltd. (incorporated by reference to our Registration Statement on Form S-1 filed on January 28, 2015).
10.6	Amending Employment Agreement between DNA Testing Centers Corp and Dr. Barjinder Sohal (incorporated by reference to our Registration Statement on Form S-1/A #5 filed on September 17, 2015).
10.7	Amending Employment Agreement between DNA Testing Centers Corp and Dr. Nitan Arora (incorporated by reference to our Registration Statement on Form S-1/A #5 filed on September 17, 2015).
10.8	Amending Employment Agreement between DNA Testing Centers Corp and Navjot Nanda (incorporated by reference to our Registration Statement on Form S-1/A #5 filed on September 17, 2015).
(21)	Subsidiaries
21.1	DNA Testing Centers of Canada, Ltd., a company formed pursuant to the laws of Alberta (wholly owned).
(31)	Rule 13a-14(a) / 15d-14(a) Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

15

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DNA TESTING CENTERS, CORP.
Date: July 9, 2019	By:	/s/ Barjinder Sohal
		Barjinder Sohal
		President, Chief Executive Officer and Director (Principal Executive Officer)

Date: July 9, 2019	By:	/s/ Nitan Arora
		Nitan Arora
		Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)

16