~~U.S.~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

\|X\|	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

\|_\|	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

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

For the transition period from ______________ to ______________

Commission File Number 000-53701

MAYQUEST VENTURES, INC.

(Exact name of registrant as specified in its charter)

Delaware	To be applied for
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Mayquest Ventures, Inc. ~~c/o Hydrangea Holdings Ltd. 1 Glafkou Street, Office 1 1085 Nicosia, Cyprus (Address of principal executive offices) Tel: +357 22 511 880 (Registrant’s telephone number, including area code)~~

c/o Hydrangea Holdings Ltd.

1 Glafkou Street, Office 1

1085 Nicosia, Cyprus

(Address of principal executive offices)

Tel: +357 22 511 880

(Registrant’s telephone number, including area code)

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

None.

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

Common Stock, $0.0001 par value per share

(Title of Class)

~~Check~~Indicate ~~whether~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o |_| No x |X|

~~Check~~Indicate ~~whether~~by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act. o |_|

~~Check~~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~~ Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x |X| No o |_|

~~Check~~Indicate ifby ~~there~~check ismark nowhether ~~disclosure~~the ofregistrant has ~~delinquent~~submitted ~~filers~~electronically inand ~~response~~posted toon ~~Item~~its ~~405~~corporate ofWeb ~~Regulation~~site, ~~S-K~~if ~~(§229.405 of~~any, ~~this~~every ~~chapter)~~Interactive ~~contained~~Data ~~herein,~~File ~~and~~required noto ~~disclosure~~be ~~will~~submitted and beposted ~~contained,~~pursuant to ~~the~~Rule ~~best~~405 of ~~registrant’s knowledge,~~Regulation inS-T ~~definitive~~during ~~proxy~~the orpreceding ~~information~~12 ~~statements~~months ~~incorporated~~(or byfor ~~reference~~such inshorter ~~Part~~period ~~III~~that ofthe registrant ~~this~~was ~~Form~~required ~~10-K~~to orsubmit ~~any~~and ~~amendment~~post tosuch ~~this Form 10-K~~files). oYes |_| No |_|

~~Check~~Indicate ~~whether~~by ~~the~~check ~~registrant~~mark isif adisclosure ~~large~~of ~~accelerated~~delinquent filers ~~filer,~~pursuant anto ~~accelerated~~Item ~~filer,~~405 aof ~~non~~Regulation S-~~accelerated filer~~K is not contained herein, orand awill ~~smaller~~not ~~reporting~~be ~~company.~~contained, ~~See~~to ~~definitions~~the best of ~~“large~~Registrant’s knowledge, ~~accelerated~~in ~~filer,”~~definitive ~~“accelerated filer”~~proxy ~~and~~or ~~“smaller~~information ~~reporting~~statements ~~company”~~incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Exchange~~Form ~~Act.~~10-K ~~(Check~~or ~~one):~~any amendment to this Form 10-K. |_|

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check omark ~~Accelerated~~whether ~~Filer~~the oregistrant is ~~Non~~a large accelerated filer, an accelerated filer, a non-accelerated ~~Filer~~filer, oor ~~Smaller~~a ~~Reporting~~smaller ~~Company~~reporting xcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~(Do~~Large ~~not~~Accelerated ~~check~~Filer if|_| aAccelerated ~~smaller~~Filer ~~reporting~~|_| ~~company.)~~Non-accelerated Filer |_| Smaller Reporting Company |X|

~~Check~~Indicate by check mark whether the ~~issuer~~ registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes x |X| No o |_|

The aggregate market value of the common stock held by non-affiliates of the issuer was $0.00 on December 31, ~~2009~~2010.

2As of March 25, 2011, there were 31,340,000 shares of common stock, par value $.0001, outstanding.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

TABLE OF CONTENTS

PART I
ITEM 1.	Description of Business.	1
ITEM 1A.	Risk Factors.	3
ITEM 1B.	Unresolved Staff Comments.	7
ITEM 2.	Description of Property.	7
ITEM 3.	Legal Proceedings.	7
ITEM 4.	Submission of Matters to Vote of Security Holders.	7

PART II
ITEM 5.	Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.	7
ITEM 6.	Selected Financial Data	8
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	8
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk.	10
ITEM 8	Financial Statements and Supplementary Data	10
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	16
ITEM 9A (T)	Controls and Procedures	16
ITEM 9B.	Other Information.	17

PART III
ITEM 10.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.	17
ITEM 11.	Executive Compensation.	19
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	19
ITEM 13..	Certain Relationships and Related Transactions	20
ITEM 14.	Principal Accounting Fees and Services.	20

PART IV
ITEM 15	Exhibits and Financial Statement Schedules	21
		22
SIGNATURES

AsPART ~~of March 31, 2010, there were 31,340,000 shares of common stock, par value $.0001, outstanding.~~I

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Mayquest Ventures, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

3Item 1. Description of Business.

~~PART~~(a) IBusiness Development

~~Item~~Mayquest 1Ventures, Inc. ~~Description~~ (the “Company” or the “Registrant”) was incorporated in the State of ~~Business~~Delaware on February 9, 2009. Since inception, we have been engaged in organizational efforts and obtaining initial financing. We were formed as a vehicle to pursue a business combination and have made no efforts to identify a possible business combination. As a result, we have not conducted negotiations or entered into a letter of intent concerning any target business. Our business purpose is to seek the acquisition of or merger with, an existing company.

(ab) Business ~~Development~~of Issuer

~~Mayquest~~Based ~~Ventures~~on proposed business activities, ~~Inc.~~we ~~(the~~are a “~~Company~~blank check” orcompany. ~~the~~The SEC defines those companies as “~~Registrant”)~~any ~~was~~development ~~incorporated~~stage incompany that is issuing a penny stock, within the ~~State~~meaning of ~~Delaware~~Section on3 ~~February~~(a)(51) 9,of ~~2009.~~the ~~Since~~Exchange ~~inception~~Act, weand ~~have~~that ~~been~~has ~~engaged~~no inspecific ~~organizational~~business ~~efforts and~~plan ~~obtaining~~or ~~initial~~purpose, ~~financing.~~or has Weindicated ~~were~~that ~~formed~~its asbusiness aplan ~~vehicle~~is to ~~pursue~~merge awith ~~business~~an ~~combination~~unidentified company or companies.” Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. ~~have~~Management ~~made~~does nonot intend to undertake any efforts to ~~identify~~cause a ~~possible~~market ~~business~~to ~~combination.~~develop Asin aour ~~result~~securities, weeither ~~have~~debt ~~not~~or ~~conducted~~equity, until ~~negotiations~~we orhave ~~entered~~successfully ~~into~~concluded a ~~letter~~business ofcombination. ~~intent~~We ~~concerning~~intend ~~any~~to ~~target~~comply ~~business.~~with ~~Our~~the ~~business~~periodic ~~purpose is~~reporting torequirements ~~seek~~of the ~~acquisition~~Exchange Act offor orso ~~merger~~long ~~with,~~as anwe ~~existing~~are ~~company~~subject to those requirements.

~~(b) Business~~We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of ~~Issuer~~being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

~~Based~~The onanalysis ~~proposed~~of new business ~~activities, we are a “blank check” company. The SEC defines those~~opportunities ~~companies~~has asand ~~“any~~will ~~development~~be ~~stage~~undertaken ~~company~~by ~~that~~or isunder ~~issuing a penny stock, within~~ the ~~meaning of~~supervision ~~Section 3 (a)(51)~~ of the ~~Exchange~~officers ~~Act,~~ and ~~that~~directors ~~has~~of nothe ~~specific~~Registrant. ~~business~~The ~~plan~~Registrant ~~or purpose, or~~ has considered ~~indicated~~potential ~~that~~acquisition ~~its~~transactions ~~business plan is to merge~~ with anseveral ~~unidentified company or~~ companies~~.” Many states have enacted statutes~~, ~~rules~~but ~~and~~as ~~regulations limiting the sale~~ of ~~securities~~this ofdate ~~“blank check”~~has ~~companies~~not inentered ~~their~~into ~~respective~~any ~~jurisdictions.~~Letter ~~Management~~of ~~does~~Intent ~~not~~or ~~intend~~other agreement towith ~~undertake~~ any ~~efforts~~party. toThe ~~cause~~Registrant ahas ~~market~~unrestricted toflexibility ~~develop~~ in ~~our securities~~seeking, ~~either~~analyzing ~~debt~~and orparticipating ~~equity,~~in ~~until~~potential ~~we have~~business ~~successfully~~opportunities. ~~concluded~~In aits ~~business~~efforts ~~combination.~~to Weanalyze ~~intend~~potential toacquisition ~~comply~~targets, ~~with~~ the ~~periodic~~Registrant ~~reporting~~will ~~requirements of~~consider the ~~Exchange~~following ~~Act~~kinds ~~for~~of ~~so long as we are subject to those requirements.~~factors:

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.1

~~The~~(a) ~~analysis~~Potential offor ~~new~~growth, ~~business~~indicated ~~opportunities has and will be undertaken~~ by ~~or under the supervision of~~new ~~the officers and directors of the Registrant. The Registrant has considered potential acquisition transactions with several companies~~technology, ~~but~~anticipated asmarket ofexpansion ~~this date has not entered into any Letter of Intent~~ or ~~other~~new agreement with any party. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:products;

(ab) ~~Potential~~Competitive ~~for~~position ~~growth,~~as ~~indicated~~compared byto ~~new~~other firms ~~technology,~~of ~~anticipated market~~similar ~~expansion~~size orand ~~new~~experience ~~products~~within the industry segment as well as within the industry as a whole;

4(c) Strength and diversity of management, either in place or scheduled for recruitment;

(bd) ~~Competitive~~Capital ~~position~~requirements asand ~~compared~~anticipated availability of required funds, to ~~other~~be ~~firms~~provided ofby ~~similar size~~the ~~and~~Registrant ~~experience~~or ~~within~~from operations, through the ~~industry~~sale ~~segment~~of asadditional ~~well~~securities, asthrough ~~within~~joint ventures ~~the~~or ~~industry~~similar asarrangements aor ~~whole~~from other sources;

(ce) ~~Strength~~The ~~and~~cost ~~diversity~~ of ~~management,~~participation ~~either~~by inthe ~~place~~Registrant as orcompared ~~scheduled for~~to ~~recruitment~~the perceived tangible and intangible values and potentials;

(df) ~~Capital~~The ~~requirements~~extent ~~and anticipated availability of required funds,~~ to bewhich ~~provided by~~ the ~~Registrant~~business ~~or from operations, through the sale of additional securities,~~opportunity ~~through~~can ~~joint~~be ~~ventures or similar arrangements or from other sources~~advanced;

(eg) The ~~cost~~accessibility of ~~participation~~required bymanagement expertise, ~~the~~personnel, ~~Registrant~~raw asmaterials, ~~compared~~services, ~~to the~~professional ~~perceived~~assistance ~~tangible~~ and ~~intangible~~other ~~values~~required ~~and potentials~~items; and

(fh) ~~The~~Other ~~extent~~relevant ~~to which the business opportunity can be advanced;~~factors.

~~(g)~~In ~~The~~applying ~~accessibility~~the foregoing criteria, no one of ~~required~~which ~~management~~will ~~expertise,~~be ~~personnel~~controlling, management will attempt to analyze all factors and circumstances and make a determination based upon ~~raw~~reasonable ~~materials~~investigative measures and available data. Potentially available business opportunities may occur in many different industries, ~~services~~and at various stages of development, ~~professional~~all ~~assistance~~of which will make the task of comparative investigation and ~~other~~analysis ~~required~~of such ~~items;~~business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

~~(h)~~Form ~~Other~~of ~~relevant factors.~~Acquisition

InThe ~~applying~~manner ~~the~~in ~~foregoing criteria, no one of~~ which ~~will~~the beRegistrant ~~controlling, management will attempt to~~participates ~~analyze~~in ~~all~~an ~~factors~~opportunity ~~and~~will ~~circumstances~~depend ~~and make a determination based~~ upon ~~reasonable~~the ~~investigative measures~~nature ~~and~~of ~~available~~the ~~data.~~opportunity, ~~Potentially~~the ~~available~~respective ~~business~~needs ~~opportunities may occur in many different industries,~~ and atdesires ~~various stages~~ of ~~development, all of which will make~~ the ~~task~~Registrant ~~of comparative investigation~~ and ~~analysis~~the promoters of ~~such~~the ~~business~~opportunity, ~~opportunities extremely difficult~~ and ~~complex. Due to~~ the ~~Registrant’s~~relative ~~limited~~negotiating ~~capital~~strength ~~available~~of ~~for investigation,~~ the Registrant ~~may~~and ~~not~~such ~~discover or adequately evaluate adverse facts about the opportunity to be acquired~~promoters.

~~Form~~It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of ~~Acquisition~~common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.

The ~~manner~~present instockholders ~~which~~of the Registrant will ~~participates~~likely innot anhave ~~opportunity~~control ~~will~~of ~~depend~~a ~~upon~~majority ~~the nature~~ of the ~~opportunity,~~ ~~the~~voting ~~respective~~shares ~~needs and desires~~ of the Registrant ~~and~~following ~~the~~a ~~promoters~~reorganization transaction. As part of ~~the~~such ~~opportunity~~a transaction, ~~and~~ ~~the~~all ~~relative~~or ~~negotiating~~a ~~strength~~majority of the Registrant’s directors may resign and ~~such~~new ~~promoters~~directors may be appointed without any vote by stockholders.

It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and 2

5In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving us, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

~~outstanding~~It ~~shares~~is anticipated that the investigation of specific business opportunities and the ~~surviving~~negotiation, ~~entity.~~drafting ~~Under~~and ~~other~~execution ~~circumstances~~of relevant agreements, ~~depending~~disclosure ~~upon~~documents ~~the~~and ~~relative~~other ~~negotiating~~instruments ~~strength~~will ofrequire ~~the~~substantial ~~parties,~~management ~~prior~~time ~~stockholders~~and ~~may~~attention ~~retain~~and ~~substantially~~substantial ~~less~~cost ~~than~~for ~~20%~~accountants, ofattorneys and others. ~~the~~If ~~total~~a ~~issued~~decision ~~and~~is ~~outstanding~~made ~~shares~~not ofto participate in a specific business opportunity, the ~~surviving~~costs ~~entity~~theretofore incurred in the related investigation would not be recoverable. ~~This~~Furthermore, ~~could~~even ~~result~~if an agreement is reached for the participation in ~~substantial~~a specific business opportunity, ~~additional~~the ~~dilution~~failure to ~~the~~consummate ~~equity~~that oftransaction ~~those~~may ~~who~~result ~~were~~in ~~stockholders~~the ofloss to the Registrant ~~prior~~of tothe ~~such reorganization~~related costs incurred.

~~The~~We ~~present~~presently ~~stockholders~~have ofno ~~the~~employees. ~~Registrant~~Our ~~will~~officers and ~~likely~~directors ~~not~~are ~~have~~engaged ~~control~~in ofoutside abusiness ~~majority~~activities ofand ~~the~~anticipate ~~voting~~that he will devote to our business only several hours ~~shares~~per ofweek until the ~~Registrant~~acquisition ~~following~~of a ~~reorganization~~successful ~~transaction.~~business Asopportunity ~~part~~has ofbeen ~~such~~consummated. aWe ~~transaction,~~expect ~~all or~~no asignificant ~~majority~~changes ofin the number ~~Registrant’s~~of ~~directors~~our ~~may~~employees ~~resign~~other ~~and~~than ~~new~~such ~~directors~~changes, ~~may~~if beany, ~~appointed~~incident ~~without any~~to ~~vote~~a bybusiness ~~stockholders~~combination.

InItem ~~the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders~~1A. InRisk the case of a statutory merger or consolidation directly involving us, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding sharesFactors. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

ItRisk is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.Factors

WeAn ~~presently~~investment ~~have~~in nothe ~~employees.~~company ~~Our~~is ~~officers~~highly ~~and directors are engaged~~ speculative in ~~outside~~nature ~~business activities~~ and ~~anticipate~~involves ~~that~~an heextremely ~~will~~high ~~devote~~degree ~~to our business only several hours per week until the acquisition~~ of ~~a successful business opportunity has been consummated~~risk. ~~We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.~~

~~Item~~Our ~~1A.~~Business ~~Risk~~Is ~~Factors~~Difficult To Evaluate Because We Have No Operating History.

~~Risk~~As ~~Factors~~we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

AnThere ~~investment~~Is inCompetition ~~the~~For ~~company~~Those isPrivate ~~highly~~Companies Suitable ~~speculative~~For inA ~~nature~~Merger ~~and~~Transaction ~~involves~~Of anThe ~~extremely~~Type ~~high~~Contemplated ~~degree of~~By ~~risk~~Management.

6We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

~~Our Business Is Difficult To Evaluate Because We Have No Operating History.~~3

AsFuture weSuccess ~~have~~Is noHighly ~~operating~~Dependent ~~history~~On ~~or revenue and only minimal assets, there is a risk that we will be~~The ~~unable~~Ability toOf ~~continue~~Management asTo aLocate ~~going~~And ~~concern~~Attract ~~and~~A ~~consummate~~Suitable ~~a business combination~~Acquisition. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

~~There~~The Isnature ~~Competition~~of ~~For~~our ~~Those~~operations ~~Private~~is ~~Companies~~highly ~~Suitable~~speculative and ~~For~~there Ais ~~Merger~~a ~~Transaction~~consequent Ofrisk of loss of your investment. The ~~Type~~success ~~Contemplated~~of our plan of operation will depend to a great extent on Bythe ~~Management~~operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

WeThe ~~are~~Company inHas aNo ~~highly~~Existing ~~competitive~~Agreement ~~market for a small number of business opportunities which could reduce~~For the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A ~~large~~Business ~~number~~Combination ofOr ~~established~~Other ~~and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us~~Transaction. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

~~Future~~We ~~Success~~have Isno ~~Highly~~arrangement, ~~Dependent~~agreement Onor ~~The~~understanding with ~~Ability~~respect Ofto engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management Tohas ~~Locate~~not ~~And~~identified ~~Attract~~any Aparticular ~~Suitable~~industry ~~Acquisition~~or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

~~The~~Management ~~nature~~Intends ofTo ~~our~~Devote ~~operations~~Only isA ~~highly speculative and there is a consequent risk of loss of your investment.~~Limited ~~The~~Amount ~~success~~Of ofTime ~~our~~To ~~plan~~Seeking ofA ~~operation~~Target ~~will~~Company ~~depend~~Which toMay aAdversely ~~great~~Impact ~~extent~~Our onAbility ~~the~~To ~~operations,~~Identify ~~financial~~A ~~condition and~~Suitable ~~management~~Acquisition ~~of the identified business opportunity~~Candidate. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

~~The~~While ~~Company~~seeking ~~Has~~a Nobusiness ~~Existing~~combination, ~~Agreement~~management anticipates ~~For~~devoting Ano ~~Business~~more ~~Combination~~than Ora ~~Other~~few ~~Transaction~~hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

WeThe ~~have~~Time noAnd ~~arrangement,~~Cost ~~agreement~~Of orPreparing ~~understanding~~A ~~with~~Private Company ~~respect~~To toBecome ~~engaging~~A inPublic aReporting ~~merger~~Company ~~with,~~May ~~joint venture~~Preclude ~~with~~Us orFrom ~~acquisition~~Entering ~~of,~~Into aA ~~private~~Merger orOr ~~public~~Acquisition ~~entity.~~With NoThe ~~assurances~~Most ~~can~~Attractive Private be Companies.

7Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

~~given~~The ~~that~~Company weMay ~~will~~Be ~~successfully~~Subject ~~identify~~To ~~and~~Further ~~evaluate suitable business opportunities or that we will~~Government ~~conclude~~Regulation aWhich ~~business~~Would ~~combination.~~Adversely ~~Management~~Affect ~~has~~Our ~~not identified any particular industry or specific business within an industry for evaluation~~Operations. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

~~Management~~Although ~~Intends~~we Towill ~~Devote~~be ~~Only~~subject Ato ~~Limited~~the ~~Amount~~reporting requirements Ofunder ~~Time~~the ToExchange ~~Seeking~~Act, Amanagement ~~Target~~believes we will not be subject to regulation under the Investment Company ~~Which~~Act of ~~May~~1940, ~~Adversely~~as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading ~~Impact~~in ~~Our~~securities. ~~Ability~~If Towe ~~Identify~~engage Ain ~~Suitable~~business ~~Acquisition~~combinations ~~Candidate~~which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

While seeking a business combination, management anticipates devoting no more than a few hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.4

~~The~~Any ~~Time~~Potential ~~And~~Acquisition ~~Cost~~Or OfMerger ~~Preparing~~ With A ~~Private~~Foreign Company ~~To Become A Public Reporting Company~~ May ~~Preclude~~ Subject Us ~~From~~To ~~Entering~~Additional ~~Into A Merger Or Acquisition With The Most Attractive Private Companies~~Risks.

~~Target~~If ~~companies~~we ~~that~~enter ~~fail~~into toa ~~comply~~business combination with a ~~SEC~~foreign ~~reporting~~concern, ~~requirements~~we ~~may~~will ~~delay~~be orsubject ~~preclude~~to ~~acquisition. Sections~~risks 13inherent ~~and~~in ~~15(d)~~business operations outside of the ~~Exchange~~United ~~Act~~States. ~~require~~These ~~reporting~~risks ~~companies to provide certain information~~include, ~~about~~for ~~significant acquisitions~~example, ~~including~~currency ~~certified~~fluctuations, ~~financial~~regulatory ~~statements~~problems, ~~for~~punitive ~~the~~tariffs, ~~company~~unstable ~~acquired, covering~~local ~~one,~~tax ~~two~~policies, ortrade ~~three years~~embargoes, ~~depending~~risks related onto ~~the~~shipment ~~relative size~~ of ~~the~~raw ~~acquisition.~~materials ~~The time~~ and ~~additional~~ ~~costs~~finished ~~that~~goods ~~may~~across benational ~~incurred~~borders byand ~~some~~cultural ~~target~~and ~~entities~~language todifferences. ~~prepare~~Foreign economies ~~these statements~~ may ~~significantly delay~~differ favorably or ~~essentially~~unfavorably ~~preclude~~from ~~consummation~~the ofUnited anStates ~~acquisition.~~economy ~~Otherwise~~in ~~suitable~~growth ~~acquisition~~of ~~prospects that~~gross donational ~~not~~product, ~~have~~rate orof ~~are~~inflation, market ~~unable~~development, torate ~~obtain~~of ~~the~~savings, ~~required~~and ~~audited~~capital ~~statements~~investment, ~~may~~resource beself-sufficiency ~~inappropriate~~and ~~for acquisition~~balance ~~so long as the reporting requirements~~ of ~~the~~payments ~~Exchange~~positions, ~~Act~~and ~~are~~in other ~~applicable~~respects.

~~The~~There ~~Company~~Is ~~May~~Currently BeNo ~~Subject~~Trading ToMarket ~~Further Government Regulation Which Would Adversely Affect~~ For Our ~~Operations~~Common Stock.

~~Although~~Outstanding weshares ~~will~~of beour ~~subject~~Common toStock ~~the reporting requirements under the Exchange Act, management believes~~cannot ~~we will not~~ be ~~subject to regulation under the Investment Company Act of 1940~~offered, ~~as amended (the “Investment Company Act”)~~sold, ~~since~~pledged ~~we will not be engaged in the business of investing~~ or ~~trading~~otherwise intransferred ~~securities. If~~unless wesubsequently ~~engage~~registered inpursuant ~~business combinations which result in our holding passive investment interests in a number of entities~~to, weor ~~could~~exempt befrom ~~subject~~registration ~~to regulation~~ under , the ~~Investment~~Securities ~~Company~~ Act. ~~If so, we would be required to register as an investment company~~ and ~~could~~any beother ~~expected~~applicable tofederal ~~incur~~or ~~significant registration~~state ~~and~~securities ~~compliance~~laws ~~costs~~or regulations. WeThese ~~have~~restrictions ~~obtained~~will nolimit ~~formal determination from~~ the ~~Securities and~~ ~~Exchange~~ability ~~Commission~~of ~~as to~~ our ~~status~~stockholders ~~under the Investment Company Act and, consequently, violation of the Act could subject us~~ to ~~material~~liquidate ~~adverse~~their ~~consequences~~investment.

8Our Business Will Have No Revenues Unless And Until We Merge With Or Acquire An Operating Business.

~~Any~~We ~~Potential~~are ~~Acquisition~~a Ordevelopment ~~Merger~~stage ~~With~~company Aand ~~Foreign~~have had ~~Company~~no ~~May~~revenues ~~Subject~~from Usoperations. ToWe ~~Additional~~may ~~Risks~~not realize any revenues unless and until we successfully merge with or acquire an operating business.

IfThe weCompany ~~enter~~Intends ~~into~~To aIssue ~~business~~More ~~combination with a foreign concern, we will be subject to risks inherent~~Shares inIn ~~business~~A ~~operations~~Merger ~~outside~~Or ~~of the United States. These risks include~~Acquisition, ~~for~~Which ~~example,~~Will ~~currency~~Result ~~fluctuations, regulatory~~In ~~problems,~~Substantial ~~punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences~~Dilution. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

~~There~~Our Iscertificate ~~Currently~~of Noincorporation ~~Trading~~authorizes the ~~Market~~issuance ~~For~~of a maximum of 250,000,000 shares of common stock and a maximum of 20,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.

~~Outstanding~~The ~~shares~~Company ofHas ~~our~~Conducted ~~Common~~No ~~Stock~~Market ~~cannot be offered, sold, pledged or otherwise transferred unless~~Research ~~subsequently~~Or ~~registered~~Identification ~~pursuant~~Of ~~to,~~Business ~~or exempt from registration under~~Opportunities, ~~the~~Which ~~Securities~~May ~~Act~~Affect ~~and~~Our ~~any other~~Ability ~~applicable~~To ~~federal~~Identify orA ~~state~~Business ~~securities~~To ~~laws~~Merge orWith ~~regulations.~~Or ~~These restrictions will limit the ability of our stockholders to liquidate their investment~~Acquire.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our ~~Business~~management ~~Will~~has ~~Have~~not Noidentified ~~Revenues~~any ~~Unless~~specific ~~And~~business combination ~~Until~~or Weother ~~Merge~~transactions ~~With~~for Orformal ~~Acquire~~evaluation Anby ~~Operating~~us, ~~Business~~such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Because We ~~are~~May aSeek ~~development~~To ~~stage~~Complete ~~company~~A ~~and~~Business Combination ~~have~~Through ~~had~~A no“Reverse ~~revenues~~Merger”, ~~from~~Following ~~operations.~~Such WeA ~~may~~Transaction ~~not~~We ~~realize~~May ~~any revenues~~Not ~~unless~~Be ~~and~~Able ~~until~~To weAttract ~~successfully~~The ~~merge~~Attention ~~with~~Of Major orBrokerage ~~acquire an operating business~~Firms.

~~The~~Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company ~~Intends~~since Tothere ~~Issue~~is ~~More~~no ~~Shares~~incentive Into Abrokerage ~~Merger~~firms Orto ~~Acquisition,~~recommend ~~Which~~the ~~Will~~purchase ~~Result~~of Inour ~~Substantial~~common ~~Dilution~~stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

Our certificate of incorporation authorizes the issuance of a maximum of 250,000,000 shares of common stock and a maximum of 20,000,000 shares of referred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.5

9We Cannot Assure You That Following A Business Combination With An Operating Business, Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities Exchange.

~~The~~Following ~~Company~~a ~~Has~~business ~~Conducted~~combination, Nowe ~~Market~~may ~~Research~~seek the Orlisting ~~Identification~~of Ofour ~~Business~~common ~~Opportunities~~stock on NASDAQ or the American Stock Exchange. However, ~~Which~~we ~~May~~cannot assure you that following such a transaction, ~~Affect~~we ~~Our~~will ~~Ability~~be Toable ~~Identify~~to Ameet ~~Business~~the Toinitial ~~Merge~~listing ~~With~~standards Orof ~~Acquire~~either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

WeThere ~~have~~Is ~~neither~~No ~~conducted~~Public ~~nor~~Market ~~have~~For ~~others~~Our ~~made available to us results of market research concerning~~Common ~~prospective business opportunities. Therefore~~Stock, weNor ~~have~~Have noWe ~~assurances~~Ever ~~that~~Paid ~~market~~Dividends ~~demand~~On ~~exists for a merger or acquisition as contemplated by us.~~ Our ~~management~~Common has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be availableStock. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

~~Because~~There Weis ~~May~~no ~~Seek~~public Totrading ~~Complete~~market Afor ~~Business~~our ~~Combination~~common stock ~~Through~~and Anone ~~“Reverse~~is ~~Merger”,~~expected ~~Following~~to develop in the foreseeable future unless and until we complete a business combination with an operating ~~Such~~business Aand ~~Transaction~~such Webusiness ~~May~~files ~~Not~~a Beregistration ~~Able~~statement Tounder ~~Attract~~the ~~The~~Securities ~~Attention~~Act Ofof ~~Major~~1933, ~~Brokerage~~as ~~Firms~~amended.

~~Additional~~Additionally, ~~risks may exist since~~ we ~~will~~have ~~assist~~never apaid ~~privately held business to become public through~~dividends aon ~~“reverse~~our ~~merger.”~~Common ~~Securities~~Stock ~~analysts~~and ofdo ~~major brokerage firms may~~ not ~~provide~~presently ~~coverage of~~intend ~~our Company since there is no incentive~~ to ~~brokerage~~pay ~~firms~~any todividends ~~recommend~~in the ~~purchase~~foreseeable ~~of our common stock~~future. NoWe ~~assurance~~anticipate ~~can be given~~ that ~~brokerage~~any ~~firms~~funds ~~will~~available for ~~want~~payment toof ~~conduct~~dividends ~~any~~will ~~secondary~~be ~~offerings on~~re-invested ~~behalf~~into ofthe ~~our~~Company ~~post-merger~~to ~~company~~further inits ~~the~~business ~~future~~strategy.

WeAuthorization ~~Cannot~~of ~~Assure~~Preferred ~~You That Following A Business Combination With An Operating Business, Our Common~~ Stock ~~Will Be Listed On NASDAQ Or Any Other Securities Exchange~~.

~~Following~~Our aCertificate ~~business~~of ~~combination,~~Incorporation ~~we may seek~~ authorizes the ~~listing~~issuance of ~~our~~up ~~common~~to ~~stock~~20,000,000 onshares ~~NASDAQ~~of orpreferred ~~the~~stock ~~American Stock~~with ~~Exchange. However~~designations, werights ~~cannot~~and ~~assure~~preferences ~~you~~determined ~~that~~from ~~following~~time ~~such~~to ~~a transaction, we will be able~~time toby ~~meet~~its ~~the~~Board ~~initial listing standards~~ of ~~either~~Directors. ~~of those or any other stock exchange~~Accordingly, ~~or that we will be able to maintain a listing of~~ our ~~common~~Board ~~stock on either~~ of ~~those~~Directors oris ~~any~~empowered, ~~other~~without ~~stock~~stockholder ~~exchange. After completing a business combination~~approval, ~~until~~to ~~our~~issue ~~common~~preferred stock ~~is listed on the NASDAQ or another~~ ~~stock~~with ~~exchange~~dividend, weliquidation, ~~expect that our common stock would be eligible to trade on the OTC Bulletin Board~~conversion, ~~another~~ ~~over-the-counter quotation system~~voting, or onother ~~the~~rights ~~“pink~~which ~~sheets,”~~could ~~where~~adversely ~~our~~affect ~~stockholders may~~the ~~find~~voting itpower ~~more difficult to dispose of shares~~ or ~~obtain~~other ~~accurate~~rights ~~quotations as to~~ of the ~~market~~holders ~~value~~ of ~~our~~the common stock. In ~~addition,~~the weevent ~~would~~of beissuance, ~~subject~~the topreferred anstock ~~SEC~~could ~~rule~~be ~~that~~utilized, ifunder itcertain ~~failed to meet the~~circumstances, ~~criteria~~as ~~set~~a ~~forth~~method inof ~~such rule~~discouraging, ~~imposes~~delaying ~~various~~or ~~practice~~preventing ~~requirements~~a onchange ~~broker-dealers~~in ~~who~~control ~~sell securities~~of ~~governed by~~ the ~~rule~~Company. toAlthough ~~persons~~we ~~other~~have ~~than~~no ~~established~~present ~~customers~~intention ~~and accredited investors.~~to ~~Consequently,~~issue ~~such~~any ~~rule~~shares ~~may~~of ~~deter~~its ~~broker-dealers~~authorized ~~from~~preferred ~~recommending or selling our common~~ stock, ~~which may~~there ~~further~~can ~~affect~~be ~~its~~no ~~liquidity.~~assurance ~~This~~that ~~would~~we ~~also~~will ~~make~~not itdo ~~more~~so ~~difficult~~in ~~for~~the ~~us to raise additional capital following a business combination~~future.

10Control by Management.

~~There~~Our Issole Noofficer ~~Public~~and ~~Market~~director ~~For~~is ~~Our~~also ~~Common~~an ~~Stock~~officer of Hydrangea Holdings Ltd., ~~Nor~~which ~~Have~~currently Weowns ~~Ever~~99% ~~Paid~~of ~~Dividends~~all Onthe ~~Our~~issued ~~Common~~and ~~Stock~~outstanding capital stock of the Company. Consequently, management has the ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:

~~There~~• isElection noof ~~public~~the ~~trading~~board ~~market~~of ~~for~~directors; ~~our~~• ~~common~~Removal ~~stock~~of ~~and~~any ~~none~~directors; is• ~~expected~~Amendment toof ~~develop in~~ the ~~foreseeable future~~Company’s ~~unless~~certificate ~~and~~of ~~until~~incorporation weor ~~complete~~bylaws; aand ~~business~~• ~~combination~~Adoption ~~with~~of anmeasures ~~operating~~that ~~business~~could ~~and~~delay ~~such~~or ~~business files~~prevent a ~~registration~~change ~~statement~~in ~~under~~control ~~the~~or ~~Securities~~impede ~~Act~~a ~~of 1933~~merger, astakeover ~~amended~~or other business combination.

Additionally, we have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.6

~~Authorization~~In addition, this concentration of ~~Preferred~~ownership by ~~Stock~~itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.

~~Our~~This ~~Certificate~~Report ofContains ~~Incorporation~~Forward-Looking ~~authorizes the issuance of up to 20,000,000 shares of preferred stock~~Statements ~~with~~And ~~designations,~~Information ~~rights~~Relating ~~and~~To ~~preferences determined from time to time by its Board of Directors. Accordingly~~Us, ~~our~~Our ~~Board~~Industry ofAnd ~~Directors~~To isOther empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stockBusinesses. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.

~~Control~~These forward-looking statements are based on the beliefs of our management, as well as assumptions made by ~~Management~~and information currently available to our management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

~~Our~~Item ~~sole officer and director is also an officer of Hydrangea Holdings Ltd~~1B., ~~which~~Unresolved ~~currently~~Staff ~~owns 99% of all the issued and outstanding capital stock of the Company~~Comments. ~~Consequently, management has the ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:~~

• Election of the board of directors; • Removal of any directors; • Amendment of the Company’s certificate of incorporation or bylaws; and • Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combinationNone.

InItem ~~addition,~~2. ~~this~~Description ~~concentration~~ of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stockProperty.

11We neither rents nor owns any properties. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

~~This~~Item ~~Report~~3. ~~Contains~~Legal ~~Forward-Looking Statements And Information Relating To Us, Our Industry And To Other Businesses~~Proceedings.

~~These~~There ~~forward-looking statements~~ are ~~based~~not onpresently ~~the~~any ~~beliefs~~material ~~of our management, as well as assumptions~~pending ~~made~~legal byproceedings ~~and information currently available~~ to ~~our~~which ~~management. When used in this prospectus,~~ the ~~words~~ ~~“estimate,”~~Registrant ~~“project,”~~is ~~“believe,”~~a ~~“anticipate,”~~party ~~“intend,” “expect”~~or ~~and~~as ~~similar expressions are intended~~ to ~~identify~~which ~~forward-looking~~any ~~statements.~~of ~~These statements~~its ~~reflect~~property ~~our~~is ~~current views with respect to future events and are~~ subject, ~~to risks~~ and ~~uncertainties that~~no ~~may~~such ~~cause~~proceedings ~~our actual results to differ materially from those contemplated in our forward-looking~~are ~~statements.~~known ~~We caution you not~~ to ~~place undue reliance on these forward-looking statements, which speak only as of~~ the ~~date~~Registrant ~~of this prospectus. We do not undertake any obligation~~ to ~~publicly~~be ~~release any~~threatened ~~revisions to these forward-looking statements to reflect events~~ or ~~circumstances~~contemplated ~~after~~against ~~the date of this prospectus or to reflect the occurrence of unanticipated events~~it.

Item 1B4. ~~Unresolved~~ ~~Staff~~Submission ~~Comments~~of Matters to Vote of Security Holders.

~~None~~For the period from the inception of the Company on February 9, 2009 to December 31, 2010 there have been no matters submitted to the vote of the security holders.

~~Item~~PART ~~2. Description of Property.~~II

~~Item~~Common ~~3. Legal Proceedings.~~Stock

~~There~~Our ~~are~~Certificate ~~not~~of ~~presently~~Incorporation ~~any~~authorizes the ~~material~~issuance ~~pending~~of ~~legal~~up ~~proceedings~~ to ~~which~~250,000,000 ~~the~~shares ~~Registrant~~of iscommon astock, ~~party~~par ~~or as~~value to$.0001 ~~which~~per ~~any~~share of(the ~~its~~“Common ~~property~~Stock”). The Common Stock is ~~subject,~~not ~~and~~listed noon ~~such~~a ~~proceedings~~publicly-traded ~~are~~market. ~~known~~As toof ~~the~~March ~~Registrant~~25, ~~to be~~2010, ~~threatened~~there orwas ~~contemplated~~one ~~against~~holder itof record of the Common Stock.

~~Item~~Preferred ~~4. Submission of Matters to Vote of Security Holders.~~Stock

~~For~~Our ~~the~~Certificate ~~period~~of ~~from~~Incorporation authorizes the ~~inception~~issuance of ~~the~~up ~~Company~~to on20,000,000 ~~February~~shares 9of preferred stock, ~~2009~~par tovalue ~~December~~$.0001 ~~31,~~per ~~2009~~share ~~there~~(the ~~have~~“Preferred ~~been~~Stock”). The noCompany ~~matters~~has ~~submitted~~not toyet ~~the~~issued ~~vote~~any of ~~the~~its ~~security~~preferred ~~holders~~stock.

127

~~PART II~~Dividends

~~Item~~We 5have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. ~~Market~~ ~~for~~The ~~Common~~payment ~~Equity~~of dividends in the future will be contingent upon our revenues and earnings, ~~Related~~if ~~Stockholder~~any, ~~Matters~~capital requirements and ~~Small~~general ~~Business~~financial ~~Issuer~~condition subsequent ~~Purchases~~to completion of ~~Equity~~a ~~Securities~~business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

~~Common~~Securities ~~Stock~~Authorized for Issuance under Equity Compensation Plans

~~Our~~The ~~Certificate~~Company ofdoes ~~Incorporation~~not ~~authorizes~~have ~~the~~any ~~issuance~~equity ofcompensation plans upor toany ~~250,000,000~~individual ~~shares~~compensation ofarrangements with respect to its common stock~~, par~~ ~~value~~or $preferred stock.~~0001~~ ~~per~~The ~~share~~issuance ~~(the~~of ~~“Common~~any ~~Stock”).~~of ~~The~~our common ~~Common~~or ~~Stock~~preferred stock is ~~not~~within ~~listed~~the ondiscretion aof ~~publicly-traded market.~~our AsBoard of ~~March 31~~Directors, ~~2010,~~which ~~there~~has ~~was~~the ~~one~~power ~~holder~~to ofissue ~~record~~any or all of ~~the~~our ~~Common~~authorized but ~~Stock~~unissued shares without stockholder approval.

~~Preferred~~Recent ~~Stock~~Sales of Unregistered Securities

~~Our~~There ~~Certificate~~have ofbeen ~~Incorporation~~no ~~authorizes~~recent ~~the~~sales ~~issuance~~ of ~~up to 20,000,000 shares of preferred stock,~~Unregistered ~~par~~Securities ~~value~~which ~~$.0001~~would ~~per~~be ~~share~~required ~~(the~~to ~~“Preferred~~be ~~Stock”).~~disclosed ~~The~~pursuant ~~Company~~to ~~has~~Item ~~not~~701 ~~yet issued any~~ of ~~its~~Regulation ~~preferred stock~~S-K.

~~Dividends~~The Company’s Board of Directors has the power to issue any or all of the authorized but unissued Common Stock without stockholder approval. The Company currently has no commitments to issue any shares of common stock. However, the Company will, in all likelihood, issue a substantial number of additional shares in connection with a business combination. Since the Company expects to issue additional shares of common stock in connection with a business combination, existing stockholders of the Company may experience substantial dilution in their shares. However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders. If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a relatively strong balance sheet, there may be little or no dilution.

WeIssuer ~~have~~Purchases ~~not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion~~ of aEquity business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.Securities

~~Securities Authorized for Issuance under Equity Compensation Plans~~None.

~~The~~Item ~~Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock~~6. ~~The~~Selected ~~issuance~~Financial ~~of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.~~Data

~~Recent~~As ~~Sales~~a “smaller reporting company” as defined by Item 10 of ~~Unregistered~~Regulation ~~Securities~~S-K, the Company is not required to provide this information.

OnItem ~~February~~7. 9,Management’s ~~2009,~~Discussion ~~the Company offered~~ and ~~sold~~Analysis ~~31,340,000 shares~~ of ~~Common~~Financial ~~Stock~~Condition ~~to our former sole officer~~ and ~~director,~~Results ~~in exchange for incorporation fees and annual resident agent fees in the State~~ of ~~Delaware, and developing our business concept and plan~~Operation. ~~The Company sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.~~

13We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

We ~~relied~~do ~~upon~~not ~~Section~~currently ~~4(2)~~engage ofin ~~the~~any ~~Securities~~business activities ~~Act~~that provide cash flow. The costs of ~~1933,~~investigating asand ~~amended~~analyzing business combinations for the ~~above~~next ~~issuances.~~12 Wemonths ~~believed~~and beyond ~~that~~such ~~Section~~time ~~4(2)~~will ~~was~~be ~~available~~paid ~~because:~~with amounts to be loaned to or invested in us by our stockholders, management or other investors.

•During ~~None~~the ofnext ~~these~~twelve months ~~issuances~~we ~~involved~~anticipate ~~underwriters,~~incurring ~~underwriting~~costs ~~discounts~~related ~~or commissions; • We placed restrictive legends on all certificates issued; • No sales were made by general solicitation or advertising; • Sales were made only~~ to ~~accredited investors~~:

In(i) ~~connection~~filing ~~with~~of ~~the~~Exchange Act ~~above transactions~~reports, ~~we provided the following to all investors:~~and

•(ii) ~~Access~~costs ~~to all our books and records. • Access to all material contracts and documents~~ relating to consummating ~~our~~an ~~operations~~acquisition. ~~• The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.~~

The Company’s Board of Directors has the power to issue any or all of the authorized but unissued Common Stock without stockholder approval. The Company currently has no commitments to issue any shares of common stock. However, the Company will, in all likelihood, issue a substantial number of additional shares in connection with a business combination. Since the Company expects to issue additional shares of common stock in connection with a business combination, existing stockholders of the Company may experience substantial dilution in their shares. However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders. If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a relatively strong balance sheet, there may be little or no dilution.8

~~Issuer~~We ~~Purchases~~believe ofwe ~~Equity~~will ~~Securities~~be able to meet these costs through amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

~~None~~We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

~~Item~~Any 6target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. ~~Selected~~ ~~Financial~~In ~~Data~~that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

AsOur amanagement ~~“smaller~~anticipates ~~reporting~~that ~~company”~~it aswill ~~defined~~likely be byable ~~Item~~to 10effect ofonly ~~Regulation~~one ~~S-K~~business combination, due primarily to our limited financing, and the ~~Company~~dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not ~~required~~permit us to ~~provide~~offset ~~this~~potential ~~information~~losses from one venture against gains from another.

~~Item~~We 7anticipate that the selection of a business combination will be complex and extremely risky. ~~Management’s~~ ~~Discussion~~Because of general economic conditions, rapid technological advances being made in some industries and ~~Analysis~~shortages of ~~Financial~~available ~~Condition~~capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or ~~Results~~the perceived benefits of becoming a publicly traded corporation. Such perceived benefits ~~Operation~~of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We ~~were~~do ~~organized~~not ascurrently aintend ~~vehicle~~ to ~~investigate~~retain ~~and,~~any ~~if such investigation warrants, acquire a target~~entity ~~company~~to oract ~~business~~as ~~seeking the perceived advantages of being~~ a ~~publicly~~“finder” ~~held~~to ~~corporation.~~identify ~~Our~~and ~~principal business~~analyze ~~objective for~~ the ~~next~~merits 12of ~~months and beyond such time will be to achieve long-term growth~~ potential ~~through~~target ~~a combination with a business rather~~ businesses.

14Off-Balance Sheet Arrangements

~~than~~The ~~immediate,~~Company ~~short~~does not have any off-~~term~~balance ~~earnings.~~sheet arrangements Wethat ~~will~~have ~~not~~or ~~restrict~~are ~~our~~reasonably ~~potential~~likely ~~candidate~~to ~~target~~have ~~companies~~a current or future effect on the Company’s financial condition, tochanges ~~any~~in ~~specific~~financial ~~business~~condition, ~~industry~~revenues or ~~geographical~~expenses, ~~location~~results ~~and~~of operations, ~~thus~~liquidity, ~~may~~capital ~~acquire~~expenditures ~~any~~or ~~type~~capital ofresources that ~~business~~is material to investors.

WeContractual do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with amounts to be loaned to or invested in us by our stockholders, management or other investors.Obligations

~~During~~As ~~the~~a ~~next~~“smaller ~~twelve~~reporting ~~months~~company” as wedefined ~~anticipate~~by ~~incurring~~Item ~~costs~~10 ~~related~~ of Regulation S-K, the Company is not required to: provide this information.

~~(i) filing of Exchange Act reports, and~~9

~~(ii)~~Item ~~costs~~7A. ~~relating~~Quantitative toand ~~consummating~~Qualitative anDisclosures ~~acquisition~~about Market Risk.

WeAs ~~believe~~a we“smaller ~~will~~reporting becompany” as ~~able~~defined toby ~~meet~~Item ~~these~~10 ~~costs~~of ~~through~~Regulation ~~amounts~~S-K, asthe ~~necessary,~~Company tois benot ~~loaned~~required to orprovide ~~invested in~~this ~~us by our stockholders, management or other investors~~information.

~~We may consider a business which has recently commenced operations, is a developing company in need~~Item of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital8. Financial InStatements the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and ~~loss~~Supplementary ~~of voting control which may occur in a public offering.~~Data

~~Any~~Stan ~~target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings~~J. ~~In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies~~H. ~~In addition~~Lee, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.CPA

~~Our~~2160 ~~management~~North ~~anticipates~~Central that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganizationRd. ~~This~~Suite ~~lack~~203 ~~of diversification~~tFort ~~should~~Lee bet ~~considered~~NJ ~~a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.~~07024

15P.O. Box 436402 t San Diegot CA 92143-9402

We619-623-7799 ~~anticipate that the selection of a business combination will be complex and extremely risky. Because~~tFax of619-564-3408 ~~general~~t E-mail) economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporationstan2u@gmail. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.com

WeREPORT doOF ~~not~~INDEPENDENT ~~currently~~REGISTERED ~~intend~~PUBLIC ~~to retain any entity to act as a “finder” to identify and analyze~~ACCOUNTING ~~the merits of potential target businesses.~~FIRM

~~Off-Balance~~To ~~Sheet~~the ~~Arrangements~~Board of Directors and Stockholders

~~The~~Mayquest ~~Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition~~Ventures, ~~changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors~~Inc.

~~Contractual~~(A ~~Obligations~~Development Stage Company)

AsWe ahave ~~“smaller~~audited ~~reporting~~the ~~company”~~accompanying asbalance ~~defined~~sheet of byMayquest ~~Item~~Ventures, 10Inc. as of ~~Regulation~~December ~~S-K~~31, 2010 and 2009, and the ~~Company~~related isstatements of operation, shareholders' equity (deficit) and cash flows for the period from February 9, 2009 (inception date) to December 31, 2010. These financial statements are the responsibility ~~not~~of ~~required~~the Company's management. Our responsibility is to ~~provide~~express ~~this~~an ~~information~~opinion on these financial statements based on our audit.

~~Item~~We 7Aconducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). ~~Quantitative~~ Those standards require that we plan and ~~Qualitative~~perform ~~Disclosures~~the audit to obtain reasonable assurance about ~~Market~~whether ~~Risk~~the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

AsIn aour ~~“smaller~~opinion, ~~reporting~~the ~~company”~~financial asstatements ~~defined~~referred to byabove ~~Item~~present 10fairly, ofin ~~Regulation~~all ~~S-K~~material respects, the ~~Company~~financial isposition of Mayquest Ventures, Inc. as of December 31, 2010 and ~~not~~2009, ~~required~~and tothe ~~provide~~results ~~this~~of ~~information~~its operation and its cash flows for the period aforementioned in conformity with U.S. generally accepted accounting principles.

~~Item~~The 8financial statements have been prepared assuming that the Company will continue as a going concern. ~~Financial~~ ~~Statements~~As discussed in the note to the financial statements, the Company has established any source of revenue to cover its operating costs and ~~Supplementary~~losses ~~Data~~from operations raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Please~~ ~~see~~/s/ ~~the~~Stan ~~financial~~J.H. ~~statements~~Lee, ~~beginning on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference.~~CPA

~~Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~----------------------------------

~~There~~Stan ~~are~~J.H. ~~not and have not been any disagreements between the Company and its accountants on any matter of accounting principles~~Lee, ~~practices or financial statement disclosure.~~CPA

16March 25, 2011

~~Item~~Fort ~~9A(T).~~Lee, ~~Controls and Procedures.~~NJ

~~Evaluation of Disclosure Controls and Procedures~~10

~~The~~MAYQUEST ~~Company’s~~VENTURES, ~~management~~INC. ~~is responsible for establishing and maintaining a system of disclosure controls and procedures~~ (asA ~~defined~~DEVELOPMENT inSTAGE ~~Rule 13a-15(e~~COMPANY) ~~and~~BALANCE 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.SHEETS

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

		As of December 31, 2010 (Audited)		As of December 31, 2009 (Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	—	$	—
Total Current Assets		—		—

Total Assets	$	—	$	—

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities	$	—	$	—
		3 180
Total Liabilities		3 180		—

Stockholders’ Equity (Deficit)
Preferred stock - $.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding
Common stock - $.0001 par value; 250,000,000 shares authorized; 31,340,000 shares issued and outstanding		3 134		3 134
Deficit accumulated during development stage	$	(6 314)	$	(3 134)

Total Stockholders’ Equity (Deficit)	$	(3 180)		—

Total Liabilities and Stockholders’ Equity	$	—	$	—

~~Evaluation~~The ofaccompanying ~~Internal~~notes ~~Controls~~are ~~over~~an ~~Financial~~integral part ~~Reporting~~of these financial statements.

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.11

~~Changes~~MAYQUEST inVENTURES, ~~Internal~~INC. ~~Controls~~(A ~~over~~DEVELOPMENT ~~Financial~~STAGE ~~Reporting~~COMPANY) STATEMENTS OF OPERATIONS

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended December 31, 2009, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

	As of December 31, 2010 (Audited)			As of December 31, 2009 (Audited)			February 9, 2009 (inception) to December 31, 2010 (Audited)
Revenues
Revenues	$	—		$	—		$	—
Total Revenues		—			—			—

Operating Costs and Expenses
General & Administrative Expenses		3 180			3 134			6 314

Total Operating Costs and Expenses		3 180			3,134			6 314

Net Income (Loss)	$	(3 180)		$	(3,134	)	$	(6 314)

Basic and diluted loss per common share	$	(0.00010147	)	$	(0.0001	)	$	(0.00020147	)

Basic and diluted weighted average
Common shares outstanding		31,340,000			31,340,000			31,340,000

17The accompanying notes are an integral part of these financial statements.

~~Item 9B. Other Information.~~12

~~Not~~MAYQUEST ~~applicable~~VENTURES, INC.

~~PART~~(A ~~III~~DEVELOPMENT STAGE COMPANY)

~~Item~~STATEMENTS ~~10.~~OF ~~Directors,~~CHANGES ~~Executive~~IN ~~Officers,~~STOCKHOLDERS’ EQUITY ~~Promoters and Control Persons; Compliance With Section 16~~(aDEFICIT) ~~of the Exchange Act.~~

(a) Identification of Directors and Officers.

							(Deficit
							Accumulated
					Additional		during the
	Common Stock				Paid In		development
	Shares		Amount		Capital		stage)			Total
Common shares issued for services to founder on February 9, 2009	31,340,000	$	3,134	$	—	$	—		$	3,134

Net loss					—	$	(3,134	)	$	(3,134	)

Balance at December 31, 2009	31,340,000	$	3,134	$	—	$	(3,134	)	$	—

Net loss					—	$	(3,180	)	$	(3,134	)

Balance at December 31, 2010	31,340,000	$	3,134	$	—	$	(6,314	)	$	(3,180	)

~~A. Identification of Directors and Officers.~~ The ~~current~~accompanying ~~officers~~notes ~~and~~are ~~directors~~an ~~will serve for one~~integral ~~year~~part orof ~~until~~these ~~their~~financial ~~respective successors are elected and qualified~~statements. ~~They are:~~

Name		Age		Position(s)
Roman Zherdytskyi		24		Chairman of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer

~~Roman~~MAYQUEST ~~Zherdytskyi is the Chairman of the Board of Directors~~VENTURES, ~~Chief Executive Officer, President, Secretary and Treasurer of the Company~~INC. ~~Mr.~~(A ~~Zherdytskyi~~DEVELOPMENT ~~has~~STAGE ~~served~~COMPANY) asSTATEMENTS anOF ~~officer~~CASH ~~and Director of the Company since December 10, 2009. His business experience is as follows:~~FLOWS

Roman Zherdytskyi, age 24, has been the President, Chief Financial Officer, Secretary and Director of Mayquest Ventures, Inc., a Delaware corporation, since December 10, 2009. Mr. Zherdytskyi is an officer of Hydrangea Holdings Ltd., an investment consulting company based in Ukraine.

	As of December 31, 2010 (Audited)			As of December31, 2009 (Audited)			February 9, 2009 (inception) to December 31, 2010 (Audited)
Cash Flows from Operating Activities
Net income (loss)	$	(3,180	)	$	(3,134	)	$	(6,314	)
Changes in working capital

Net Cash Provided (Used) by Operating Activities	$	(3,180	)		(3,134	)	$	(6,314	)


Cash Flows from Investing Activities		—			—			—

Net Cash Used in Investing Activities		—			—			—

Cash Flows from Financing Activities
Common stock issued to founder for services rendered		—		$	3,134		$	3,134

Advances from related parties	$	3,180					$	3,180
Net Cash Provided by Financing Activities		3,180			3,134		$	6 314

Net Change in Cash and Cash Equivalents		—			—			—

Cash and Cash Equivalents at End of Period	$	—		$	—		$	—

Noncash Financing and Investment Activities
Common stock issued to founder for services rendered		—			3,134			3,134

Supplemental Cash Flow Information
Interest paid	$	—		$	—		$	—
Income taxes paid	$	—		$	—		$	—

The ~~April~~accompanying ~~2009~~notes -are toan ~~date, July~~integral ~~-September~~part ~~2007 Project Manager Company Osnova Ltd (Kiev, Ukraine) Responsible for setting up new business directions~~ of ~~the~~these ~~company,~~financial ~~search for potential Ukrainian and foreign investors, correspondence with international partners, evaluation of cashflows~~statements. ~~Participated in project negotiations and managment.~~

September 2006 Assistant of Director Regional Economic and Legal Centre Concentrating on Bankruptcy Issues (Kiev, Ukraine) One month work experience. Responsible for guest invitation, registration and orientation for the First Conference on the Issues of Bankruptcy. The Conference was supervised by High Court of Arbitrate and State Department of Bankruptcy Issues, and hosted over 200 visitors from all regions ofUkraine. 14

~~July~~MAYQUEST ~~2005~~VENTURES, INC. ~~Internship JSC~~(A ~~"Obolon"~~DEVELOPMENT ~~(Kiev,~~STAGE ~~Ukraine~~COMPANY) ~~Assisted~~NOTES inTO ~~the~~FINANCIAL ~~Financial~~STATEMENTS AS ~~Department~~OF ofDECEMBER ~~one of the largest Ukrainian beverage production companies. Received a good opportunity to overview and analyze the organisation~~31, ~~management and work of this company, as well as its financial structure.~~2010

18NOTE 1 – BUSINESS DESCRIPTION AND ORGANIZATION

BMayquest Ventures, Inc. ~~Significant~~("Mayquest") was ~~Employees~~incorporated in Delaware on February 9, 2009. Mayquest intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

AsNOTE of2 – ~~the~~SUMMARY ~~date~~OF ~~hereof,~~SIGNIFICANT ~~the~~ACCOUNTING ~~Company has no significant employees.~~POLICIES

C.Basis ~~Family~~of ~~Relationships.~~Presentation - Development Stage Company

~~There~~The ~~are~~Company nois ~~family~~a ~~relationships~~development ~~among~~stage ~~directors,~~company as ~~executive~~defined ~~officers~~by ASC 915-10-05, or“Development ~~persons~~Stage ~~nominated~~Entity”. The orCompany ~~chosen~~is still devoting substantially all of its byefforts on establishing the ~~issuer~~business toand ~~become~~its ~~directors~~planned orprincipal ~~executive~~operations ~~officers~~have not commenced. All losses accumulated, since inception, have been considered as part of the Company’s development stage activities.

D.Mayquest ~~Involvement~~has inelected ~~Certain~~a ~~Legal~~fiscal ~~Proceedings.~~year ending on December 31.

~~There~~A. Cash ~~have been no events under any bankruptcy act, no criminal proceedings~~ and ~~no judgments, injunctions,~~cash ~~orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.~~equivalents

~~Compliance~~Cash ~~with~~and ~~Section~~cash ~~16(~~equivalents include cash on hand, cash accounts, interest bearing savings accounts and time certificates of deposit with a) maturity of ~~the~~three ~~Exchange~~months ~~Act~~or less when purchased.

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5B. Use ~~Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies~~ of ~~all Section 16(a) forms they file.~~estimates

~~Based~~The ~~solely~~preparation ~~on the Company’s review~~ of ~~the~~financial ~~copies~~statements in ofconformity ~~the~~with ~~forms~~generally ~~received~~accepted byaccounting itprinciples ~~during~~requires ~~the~~management ~~fiscal year~~to ~~ended~~make ~~December~~estimates ~~31, 2009~~ and ~~written~~assumptions ~~representations~~ that noaffect ~~other reports were required,~~ the ~~Company~~reported ~~believes~~amounts ~~that~~of ~~believes~~assets ~~that~~and noliabilities ~~person~~and ~~who,~~disclosures atof ~~any~~contingent ~~time~~assets ~~during~~and ~~such~~liabilities ~~fiscal~~at ~~year,~~the ~~was~~date aof ~~director,~~the financial statements ~~officer~~and orthe ~~beneficial~~reported ~~owner~~amounts of ~~more~~revenues ~~than~~and ~~10%~~expenses ofduring the ~~Company’s~~reporting ~~common~~period. ~~stock~~Actual ~~failed~~results tocould ~~comply with~~differ ~~all~~from ~~Section~~those ~~16(a) filing requirements during such fiscal years~~estimates.

~~Code~~C. Income ~~of Ethics~~Taxes

WeThe ~~have~~Company ~~not~~uses ~~adopted~~the aasset ~~Code~~and liability method of ~~Business~~accounting ~~Conduct~~for ~~and~~income ~~Ethics~~taxes ~~that~~in ~~applies~~accordance towith ~~our~~ASC ~~principal~~740-10, ~~executive~~“Accounting ~~officer~~for Income Taxes.” Under this method, ~~principal~~income ~~financial~~tax ~~officer,~~expense ~~principal~~is ~~accounting~~recognized ~~officer~~for the amount of: (i) taxes payable or ~~controller~~refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or ~~persons~~tax ~~performing~~returns. ~~similar~~Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in ~~functions~~the years in ~~that~~which ~~our~~those ~~sole~~temporary ~~officer~~differences are expected to be recovered or settled. The effect on deferred tax assets and ~~director~~liabilities of ~~serve~~a change in ~~these~~tax ~~capacities~~rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

19ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

~~Nominating Committee~~15

WeD. Basic ~~have~~Loss Per ~~not~~Common ~~adopted any procedures by which security holders may recommend nominees to our Board of Directors.~~Share

~~Audit~~Basic ~~Committee~~loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at December 31, 2010 and 2009 for purposes of computing fully diluted earnings per share.

~~The Board of Directors acts as the audit committee~~E. Impact ~~The Company does not have a qualified financial~~of ~~expert~~New atAccounting this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.Standards

~~Item~~Mayquest ~~11. Executive~~does ~~Compensation~~not expect the adoption of recently issued accounting pronouncements to have a significant impact on Mayquest’s results of operations, financial position, or cash flow.

~~Our~~NOTE ~~officer and director does not receive any compensation for services rendered to the Company since~~3 ~~inception,~~– ~~has~~SHAREHOLDER’S not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with the Company. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. Our officers and directors intend to devote no more than a few hours a week to our affairs.EQUITY

~~Our~~Preferred ~~officers and directors will not receive any finder’s fee, either directly or indirectly, as a result of any efforts to implement our business plan outlined herein.~~Stock

ItMayquest’s isboard ~~possible that, after we successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number~~ of ~~members~~directors ~~of our management for~~has the ~~purposes~~authority ofto ~~providing~~establish ~~services~~and tofix the ~~surviving~~designation, ~~entity. However~~powers, weor ~~have~~preferences ~~adopted a policy whereby the offer~~ of ~~any~~preferred ~~post-transaction~~shares ~~employment~~without tofurther ~~members~~vote ofby ~~management~~the ~~will not be a consideration in our decision whether to undertake any proposed transaction~~shareholders.

NoMayquest ~~retirement,~~has ~~pension,~~the ~~profit~~following ~~sharing,~~classes ~~stock option or insurance programs or other similar programs~~of ~~have~~capital ~~been~~stock ~~adopted~~as ~~for the benefit~~ of ~~its~~December ~~employees.~~31, 2010:

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

	•	Common stock – 250,000,000 shares authorized; $0.0001 par value; 31,340,000 shares issued and outstanding.
	•	Preferred stock – 20,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding.

~~Director~~Note ~~Compensation~~4 – GOING CONCERN

WeThe doCompany’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not ~~currently~~established ~~pay~~any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash ~~fees~~until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to ~~our~~obtain ~~directors~~revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, ~~nor~~it domay wesubstantially ~~pay~~curtail or ~~directors’~~terminate ~~expenses~~its inoperations ~~attending~~or seek other business opportunities through strategic alliances, acquisitions or other arrangements ~~board~~that ~~meetings~~may dilute the interests of existing stockholders.

20Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~Employment~~There ~~Agreements~~are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

~~The~~Item 9A ~~Company~~(T) Controls isand ~~not a party to any employment agreements.~~Procedures

~~Item~~Evaluation ~~12. Security Ownership~~ of ~~Certain~~Disclosure ~~Beneficial~~Controls ~~Owners~~ and ~~Management and Related Stockholder Matters.~~Procedures

(The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) ~~Security~~and ~~ownership~~15d-15(e) ofunder the ~~certain~~Exchange ~~beneficial~~Act) ~~owners~~that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The following table sets forth, as of March 31, 2010, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.16

Name and Address	Amount and Nature of Beneficial Ownership(1)	Percentage of Class
Hydrangea Holdings Ltd.(2) 1 Glafkou Street Office 1 1085 Nicosia Cyprus	31,026,600	99%
Roman Zherdytskyi(3) c/o Hydrangea Holdings Ltd. 1 Glafkou Street Office 1 1085 Nicosia Cyprus	0	0%
All Officers and Directors as a group	0	0%

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation and in response to comments received from the SEC the Company’s sole officer concluded that the Company’s disclosure controls and procedures were not effective due to the ineffectiveness of internal controls for financial reporting that is mentioned hereunder in paragraph Evaluation of Internal Controls over Financial Reporting.

~~_________________________~~Evaluation of Internal Controls over Financial Reporting

~~(1)~~This ~~Based~~annual ~~upon~~report ~~31,340,000~~does ~~shares~~not include a report of ~~Common~~management’s ~~Stock~~assessment ~~issued~~regarding ~~and~~internal ~~outstanding~~control asover financial reporting or an attestation report of the ~~date~~company’s registered public accounting firm due to a transition period established by rules of ~~this~~the ~~filing~~Securities and Exchange Commission for newly public companies.

~~(2)~~Changes ~~Hydrangea~~in ~~Holdings~~Internal ~~Ltd.,~~Controls aover ~~corporation formed under the laws of Cyprus, is controlled by Ganna Zherdytska, and Roman Zherdytskyi is an officer of Hydrangea Holdings Ltd.~~Financial Reporting

~~(3)~~There ~~Roman~~have ~~Zherdytskyi~~been isno ~~the~~significant changes to the Company'’s ~~sole~~internal ~~officer~~controls ~~and~~over ~~director~~financial reporting that occurred during our last fiscal quarter of the year ended December 31, 2010, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

Item 139B. ~~Certain~~Other ~~Relationships and Related Transactions~~Information.

~~Except~~Not ~~as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K~~applicable.

~~Item~~PART ~~14. Principal Accounting Fees and Services.~~III

~~Stan~~Item J10.H. ~~Lee~~Directors, ~~CPA~~Executive ~~(“SJHL”)~~Officers, isPromoters ~~the~~and ~~Company’s~~Control ~~independent~~Persons; ~~registered~~Compliance ~~public~~With ~~accounting firm~~Section 16(a) of the Exchange Act.

~~Audit~~(a) ~~Fees~~Identification of Directors and Officers.

~~The~~A. ~~firm~~Identification of ~~SJHL~~Directors ~~acts~~and ~~as our principal accountant~~Officers. ~~Our~~The ~~former~~current ~~sole officer~~ officers and ~~director~~directors ~~paid~~will ~~$1,100 on~~serve ~~our behalf to SJHL during the period from February 9, 2009 (inception) to April 30, 2009~~ for ~~its audit~~one ofyear ~~our~~or ~~financial~~until ~~statements~~their ~~which~~respective ~~were~~successors ~~included~~are inelected ~~our Form 10-12G filed with the United States Securities~~ and ~~Exchange Commission on September 16, 2009, and as amended on July 27, 2009 and August 19, 2009~~qualified. They are:

Name		Age		Position(s)
Roman Zherdytskyi		25		Chairman of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer

~~Audit-Related~~Roman ~~Fees~~Zherdytskyi is the Chairman of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer of the Company. Mr. Zherdytskyi has served as an officer and Director of the Company since December 10, 2009. His business experience is as follows:

There were no fees billed by SJHL for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended December 31, 2009.17

~~Tax~~Roman ~~Fees~~Zherdytskyi, age 24, has been the President, Chief Financial Officer, Secretary and Director of Mayquest Ventures, Inc., a Delaware corporation, since December 10, 2009. Mr. Zherdytskyi is an officer of Hydrangea Holdings Ltd., an investment consulting company based in Ukraine.

~~There~~April ~~were~~- ~~no fees billed by SJHL for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended~~ December ~~31,~~ 2009.,

~~All~~July ~~Other~~- ~~Fees~~September 2007

~~There~~Project ~~were no fees billed by SJHL for other products and services for the fiscal year ended December 31, 2009.~~Manager

~~Audit~~Company ~~Committee’s~~Osnova ~~Pre-Approval~~Ltd ~~Process~~(Kiev, Ukraine)

~~The~~Responsible ~~Board~~for ofsetting ~~Directors~~up ~~acts~~new asbusiness ~~the~~directions ~~audit committee~~ of the ~~Company~~company, search for potential Ukrainian and ~~accordingly~~foreign investors, ~~all~~correspondence ~~services~~with ~~are approved~~international bypartners, ~~all~~evaluation ~~the~~of ~~members~~cash offlows. ~~the~~Participated in ~~Board~~project ofnegotiations ~~Directors~~and management.

~~PART~~September IV2006

~~Item~~Assistant ~~15.~~of ~~Exhibits, Financial Statement Schedules.~~Director

Regional Economic and Legal Centre Concentrating on Bankruptcy Issues (a)Kiev, ~~Exhibits:~~Ukraine)

Exhibit No.		Description
3.1*		Certificate of Incorporation
3.2*		By-laws
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009
31.2		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

One month work experience. Responsible for guest invitation, registration and orientation for the First Conference on the Issues of Bankruptcy. The Conference was supervised by High Court of Arbitrate and State Department of Bankruptcy Issues, and hosted over 200 visitors from all regions of Ukraine.

22July 2005

~~_____________________~~Internship

*JSC ~~Filed~~"Obolon" ~~as an exhibit to the Company’s registration statement on Form 10-12G~~(Kiev, ~~as filed with the United States Securities and Exchange Commission on May 26, 2009 and incorporated herein by this reference.~~Ukraine)

~~(b)~~Assisted ~~The~~in ~~following~~the ~~documents~~Financial ~~are~~Department ~~filed~~of asone ~~part~~ of the ~~report:~~largest Ukrainian beverage production companies. Received a good opportunity to overview and analyze the organisation, management and work of this company, as well as its financial structure.

1B. ~~Financial~~Significant ~~Statements: Balance Sheet, Statement of Operations, Statement of Stockholder’s Equity, Statement of Cash Flows, and Notes to Financial Statements~~Employees.

WeAs ~~are an inactive entity as defined by Section 3-11~~ of ~~Regulation~~the ~~S-X.~~date ~~Accordingly~~hereof, the ~~financial statements~~Company ~~required~~has ~~for~~no ~~purposes~~significant ~~of reports pursuant to the Securities Exchange Act of 1934 are unaudited~~employees.

~~SIGNATURES~~C. Family Relationships.

InThere ~~accordance~~are ~~with~~no ~~Section~~family 13relationships oramong ~~15(d)~~directors, ofexecutive ~~the~~officers, or ~~Securities~~persons ~~Exchange~~nominated ~~Act~~or ofchosen ~~1934,~~by the ~~registrant~~issuer ~~has duly caused this report~~ to bebecome ~~signed~~directors onor ~~its~~executive ~~behalf by the undersigned, thereunto duly authorized~~officers.

	MAYQUEST VENTURES, INC.
Dated: March 31, 2010	By:	/s/ Roman Zherdytskyi
		Roman Zherdytskyi
		President and Director
		Principal Executive Officer
		Principal Financial Officer

D. Involvement in Certain Legal Proceedings.

InThere ~~accordance~~have ~~with~~been ~~Section~~no 13events orunder ~~15(d)~~any ofbankruptcy act, ~~the~~no ~~Securities~~criminal ~~Exchange~~proceedings ~~Act~~and ofno ~~1934~~judgments, ~~this~~injunctions, ~~report~~orders ~~has~~or ~~been signed~~decrees ~~below~~material byto the ~~following~~evaluation ~~persons~~of onthe ~~behalf~~ability and integrity of ~~the~~any ~~registrant~~director, ~~and~~executive inofficer, ~~the~~promoter ~~capacities~~or ~~and~~control onperson of Registrant during the ~~dates~~ ~~indicated~~past five years.

	Title	Date
/s/ Roman Zherdytskyi
	President, Secretary, Chief	March 31, 2010
Roman Zherdytskyi	Financial Officer and Sole Director

Compliance with Section 16(a) of the Exchange Act

23Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

~~MAYQUEST~~Based ~~VENTURES,~~solely ~~INC.~~on the Company’s review (Aof ~~DEVELOPMENT~~the ~~STAGE~~copies ~~COMPANY)~~of the forms received by it during the fiscal year ended December 31, 2010 and written representations that no other ~~BALANCE~~reports ~~SHEET~~were required, the Company believes that believes that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(~~UNAUDITED~~a) filing requirements during such fiscal years.

	As of December 31, 2009
ASSETS
Current Assets
Cash and cash equivalents	$	—
Total Current Assets		—
Total Assets	$	—
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities	$	—
Total Liabilities		—
Stockholders’ Equity (Deficit)
Preferred stock - $.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding
Common stock - $.0001 par value; 250,000,000 shares authorized; 31,340,000 shares issued and outstanding		3,134
Deficit accumulated during development stage		(3,134	)
Total Stockholders’ Equity (Deficit)		—
Total Liabilities and Stockholders’ Equity	$	—

Code of Ethics

~~The~~We ~~accompanying~~have ~~notes~~not ~~are~~adopted ana ~~integral~~Code ~~part~~ of ~~these~~Business Conduct and Ethics that applies to our principal executive officer, principal financial ~~statements~~officer, principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serve in these capacities.

~~F-1~~18

~~MAYQUEST~~Nominating ~~VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)~~Committee

		As of December 31, 2009			February 9, 2009 (inception) to December 31, 2009
Revenues
Revenues	$	—		$	—
Total Revenues		—			—
Operating Costs and Expenses
General & Administrative Expenses		3,134			3,134
Total Operating Costs and Expenses		3,134			3,134
Net Income (Loss)	$	(3,134	)	$	(3,134	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average Common shares outstanding		31,340,000			31,340,000

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

~~The~~Audit ~~accompanying notes are an integral part of these financial statements.~~Committee

~~F-2~~The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

~~MAYQUEST~~Item ~~VENTURES, INC~~11. (A ~~DEVELOPMENT~~Executive ~~STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)~~Compensation.

	Common Stock
	Shares	Amount		Additional Paid In Capital		(Deficit Accumulated during the development stage)			Total
Common shares issued for services to
founder on February 9, 2009	31,340,000	$	3,134	$	—	$	—		$	3,134
Net loss			—		—		(3,134	)		(3,134	)
Balance at December 31, 2009	31,340,000	$	3,134	$	—	$	(3,134	)	$	—

Our officer and director does not receive any compensation for services rendered to the Company since inception, has not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with the Company. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. Our officers and directors intend to devote no more than a few hours a week to our affairs.

~~The~~Our ~~accompanying~~officers ~~notes~~and ~~are~~directors anwill ~~integral~~not ~~part~~receive any finder’s fee, either directly or indirectly, as a result of ~~these~~any ~~financial~~efforts ~~statements~~to implement our business plan outlined herein.

FIt is possible that, after we successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the offer of any post-3transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.

~~MAYQUEST~~No ~~VENTURES~~retirement, ~~INC. (A~~pension, ~~DEVELOPMENT~~profit ~~STAGE~~sharing, ~~COMPANY)~~stock ~~STATEMENTS~~option OFor ~~CASH~~insurance ~~FLOWS (UNAUDITED)~~programs or other similar programs have been adopted for the benefit of its employees.

	As of December 31, 2009
Cash Flows from Operating Activities
Net income (loss)	$	(3,134)
Changes in working capital
Net Cash Provided (Used) by Operating Activities		(3,134)
Cash Flows from Investing Activities		—
Net Cash Used in Investing Activities		—
Cash Flows from Financing Activities
Common stock issued to founder for services rendered	$	3,134
Net Cash Provided by Financing Activities		3,134
Net Change in Cash and Cash Equivalents		—
Cash and Cash Equivalents at Beginning of Period		—
Cash and Cash Equivalents at End of Period	$	—
Noncash Financing and Investment Activities
Common stock issued to founder for services rendered		3,134
Supplemental Cash Flow Information
Interest paid	$	—
Income taxes paid	$	—

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

~~The~~Director ~~accompanying notes are an integral part of these financial statements.~~Compensation

~~F-4~~We do not currently pay any cash fees to our directors, nor do we pay directors’ expenses in attending board meetings.

~~MAYQUEST~~Employment ~~VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2009~~Agreements

~~NOTE~~The 1Company ~~BUSINESS~~is ~~DESCRIPTION~~not ~~AND~~a ~~ORGANIZATION~~party to any employment agreements.

~~Mayquest~~Item ~~Ventures, Inc~~12. ~~("Mayquest")~~Security ~~was~~Ownership ~~incorporated~~of inCertain ~~Delaware~~Beneficial onOwners ~~February~~and 9,Management ~~2009~~ and ~~has~~Related ~~been~~Stockholder ~~inactive since inception~~Matters. ~~Mayquest intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.~~

~~NOTE~~(a) 2Security ~~SUMMARY~~ownership OFof ~~SIGNIFICANT~~certain ~~ACCOUNTING POLICIES~~beneficial owners.

~~Basis~~The following table sets forth, as of ~~Presentation~~March 25, -2011, ~~Development~~the ~~Stage~~number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.

Mayquest has not earned any revenue from operations. Accordingly, Mayquest’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board Statement No. 7. Among the disclosures required by SFAS 7 are that Mayquest’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of Mayquest’s inception.19

Mayquest has elected a fiscal year ending on December 31.

Name and Address	Amount and Nature of Beneficial Ownership(1)	Percentage of Class
Hydrangea Holdings Ltd.(2) 1 Glafkou Street Office 1 1085 Nicosia Cyprus	31,026,600	99%
Roman Zherdytskyi(3) c/o Hydrangea Holdings Ltd. 1 Glafkou Street Office 1 1085 Nicosia Cyprus	0	0%
All Officers and Directors as a group	0	0%

~~Cash~~Except ~~and~~as ~~cash~~otherwise ~~equivalents~~indicated ~~include~~herein, ~~cash~~there have onbeen ~~hand,~~no ~~cash~~related ~~accounts~~party transactions, ~~interest~~or ~~bearing~~any ~~savings~~other ~~accounts~~transactions ~~and time~~or ~~certificates~~relationships ofrequired ~~deposit~~to ~~with~~be adisclosed ~~maturity~~pursuant ofto ~~three~~Item ~~months~~404 of orRegulation ~~less when purchased~~S-K.

BItem 14. ~~Use~~ ofPrincipal ~~estimates~~Accounting Fees and Services.

~~The~~Stan ~~preparation~~J.H. ofLee, ~~financial~~CPA ~~statements~~(“SJHL”) ~~in conformity with generally accepted accounting principles~~is ~~requires management to make estimates and assumptions that affect~~ the ~~reported~~Company’s ~~amounts~~independent ofregistered ~~assets and~~public ~~liabilities~~accounting ~~and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period~~firm. ~~Actual results could differ from those estimates.~~

~~C. Income~~Audit ~~Taxes~~Fees

~~Mayquest~~The ~~accounts~~firm ~~for~~of ~~income~~SJHL ~~taxes~~acts ~~under~~as our principal accountant. Our former sole officer and director paid $1,100 on our behalf to SJHL during the ~~Financial~~period ~~Accounting~~from ~~Standards~~February ~~Board~~9, 2009 (~~FASB~~inception) ~~Statement~~to ~~No.~~April ~~109~~30, ~~“Accounting~~2009 for ~~Income~~its ~~Taxes.” Under~~audit ~~Statement~~of ~~109~~our financial statements which were included in our Form 10-12G filed with the United States Securities and Exchange Commission on September 16, ~~deferred~~2009, ~~tax~~and ~~assets~~as amended on July 27, 2009 and ~~liabilities~~ ~~are~~August ~~recognized~~19, 2009. Amount paid for ~~the~~December ~~future~~31, 2009 ~~tax~~and ~~consequences~~2010 ~~attributable~~audits towere ~~differences~~$ 1,500 a year, respectively.

28Audit-Related Fees

~~between~~There ~~the~~were ~~financial~~no ~~statement~~fees ~~carrying~~billed ~~amounts~~by ofSJHL ~~existing~~for ~~assets~~ assurance and ~~liabilities~~related ~~and~~services ~~their~~that ~~respective tax bases. Deferred tax assets and liabilities~~ are ~~measured~~reasonably ~~using~~related ~~enacted tax rates expected~~ to ~~apply to~~the ~~taxable~~performance ~~income~~of in the ~~years~~audit ~~in which those temporary differences are expected to be recovered~~ or ~~settled.~~review ~~Under Statement 109, the effect on deferred tax assets and liabilities~~ of ~~a change in tax rates is recognized in income in~~ the ~~period~~Company’s ~~that~~financial ~~includes the enactment date. There were no current~~statements ~~or deferred income tax expense or benefits due to Mayquest not having any material operations~~ for the ~~period~~fiscal year ended December 31, ~~2009~~2010.

~~D. Basic~~Tax ~~Loss Per Common Share~~Fees

~~Basic~~There ~~loss~~were ~~per~~no ~~common~~fees ~~share~~billed ~~has~~by ~~been~~SJHL ~~calculated~~for ~~based on the weighted average number of shares outstanding~~professional ~~during~~services ~~the~~for ~~period~~tax ~~after~~compliance, ~~giving~~tax ~~retroactive~~advice, ~~effect~~and totax ~~stock~~planning ~~splits.~~for ~~There~~the ~~are~~fiscal noyear ~~dilutive~~ended ~~securities at~~ December 31, ~~2009 for purposes of computing fully diluted earnings per share~~2010.

~~E. Impact~~All ofOther ~~New Accounting Standards~~Fees

~~Mayquest~~There ~~does~~were ~~not~~no ~~expect~~fees ~~the~~billed ~~adoption~~by ofSJHL ~~recently~~for ~~issued~~other products ~~accounting~~and ~~pronouncements~~services tofor ~~have~~the afiscal ~~significant impact~~year onended ~~Mayquest’s~~December ~~results of operations~~31, ~~financial position, or cash flow~~2010.

~~NOTE~~Audit ~~3 SHAREHOLDER~~Committee’Ss ~~EQUITY~~Pre-Approval Process

~~Preferred~~The ~~Stock~~Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

~~Mayquest’s board of directors has the authority to establish and fix the designation, powers, or preferences of preferred shares without further vote by the shareholders.~~20

~~Mayquest has the following classes of capital stock as of December 31, 2009:~~Part IV

	•	Common stock – 250,000,000 shares authorized; $0.0001 par value; 31,340,000 shares issued and outstanding.
	•	Preferred stock – 20,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding.

ITEM 15 Exhibits

29(a) Exhibits:

3.1*	Certificate of Incorporation

3.2*	By-laws

31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed as an exhibit to the Company’s registration statement on Form 10-12G, as filed with the United States Securities and Exchange Commission on May 26, 2009 and incorporated herein by this reference.

Signatures

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAYQUEST VENTURES, INC.

Dated: March 25, 2011	By:	/s/ Roman Zherdytskyi

		Roman Zherdytskyi
		President and Director
		Principal Executive Officer
		Principal Financial Officer

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Title	Date

/s/ Roman Zherdytskyi	President, Secretary, Chief	March 25, 2011
Roman Zherdytskyi	Financial Officer and Sole Director

Filing Compare · Mayquest Ventures, Inc.