UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended ~~January~~July 31, 2022

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

For the transition period from ______ to _______

COMMISSION FILE NO. 000-1568628

BIOQUEST CORP.

(Exact name of registrant as specified in its charter)

Nevada	80000-~~0975853~~56260	~~5149~~80-0975853
(State or Other Jurisdiction of	~~IRS~~Commission ~~Employer~~File No.	~~Primary~~IRS ~~Standard Industrial~~Employer
Incorporation or Organization)	~~Identification Number~~	~~Classification~~Identification ~~Code~~ Number

4570 Campus Drive Suite 23

Newport Beach, CA 92660

(Address of principal executive offices)

Phone: (714) 978-4425

(Registrant’s telephone number)

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

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

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

☐	Large, accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Applicable Only to Corporate Registrants

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

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

Class		Outstanding as of ~~May~~July 2731, 2022
Common Stock, $0.001		11,~~395~~485,320,230

Table of Contents

PART I

Item 1.	Condensed Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4.	Controls and Procedures	15

PART II

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Mining Safety Disclosures	17

Item 5.	Other Information	17

Item 6.	Exhibits	18

	Signatures	19

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Balance Sheets as of January 31, 2022 (unaudited) and April 30, 2021,	4
Condensed Balance Sheets as of July 31, 2022 (unaudited) and April 30, 2022	4
Condensed Statements of Operations for the three and nine months ended January 31, 2022, and January 31, 2021 (unaudited)	5
Condensed Statements of Operations for the three months ended July 31, 2022, and July 31, 2021 (unaudited)	5
Condensed Statements of Stockholders’ Deficit for the three, six and nine months ended January 31, 2022, and 2021 (unaudited)	6
Condensed Statements of Stockholders’ Deficit for the three months ended July 31, 2022, and 2021 (unaudited)	6
Condensed Statements of Cash Flows for the nine months ended January 31, 2022, and January 31, 2021 (unaudited)	7
Condensed Statements of Cash Flows for the three months ended July 31, 2022, and July 31, 2021 (unaudited)	7
Notes to Condensed Financial Statements January 31, 2022 (unaudited)	8
Notes to Condensed Financial Statements July 31, 2022 (unaudited)	8

Bioquest Corp.

Condensed Balance Sheets

(Unaudited)

		January 31, 2022			April 30, 2021
	July 31, 2022			April 30, 2022
	January 31, 2022			April 30, 2021
Assets
Current Assets
Cash	$	~~116~~14,955		$	~~260~~33,540
Prepaid Expenses		-			16,837
Total Current Assets		14,955			33,540
Total Current Assets		116			17,097
Total Assets	$	14,955		$	33,540
Total Assets	$	116		$	17,097
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts Payable and Accrued Liabilities	$	~~218~~212,~~106~~677		$	~~174~~181,~~915~~591
Accrued Compensation		-			1,371,750
Due to Officers Shareholders		23,100			23,100
Due to Officers Shareholders		-			21,235
Accrued Interest		19,258			15,500
Accrued Interest		14,229			5,981
Convertible Notes Payable		183,300			183,300
Convertible Notes Payable		40,000			40,000
Derivative Liability		113,039			63,039
Notes Payable, Net of Discount of $ -0- and $ 24,098		58,300			34,202
Total Current Liabilities		551,374			466,530
Derivative Liability		63,039			138,555
Total Liabilities		551,374			466,530
Total Current Liabilities		393,674			1,786,638
Total Liabilities		393,674			1,786,638
Commitments and Contingencies		-
Stockholders’ Deficit
Common Stock, $.001 Par Value 500,000,000 Authorized; 11,310,230 and 8,730,733 Issued and Outstanding at January 31, 2022 and April 30, 2021 Respectively		11,310			8,731
Common Stock, $.001 Par Value 500,000,000 Authorized; 11,485,230 and 11,310,230 Issued and Outstanding at July 31,2022 and April 30, 2022 respectively		11,485			11,310
Additional-Paid-in-Capital		10,013,892			8,065,598
Stock Payable		112,450			206,700
Accumulated Deficit		(10,418,760	)		(9,843,870	)
Additional-Paid-in-Capital		10,127,967			10,013,892
Total Stockholders’ Deficit		(393,558	)		(1,769,541	)
Accumulated Deficit		(10,788,321	)		(10,664,892	)
Total Liabilities and Stockholders’ Deficit	$	116		$	17,097
Total Stockholders’ Deficit		(536,419	)		(432,990	)
Total Liabilities and Stockholders’ Deficit	$	14,955		$	33,540

*DerivedSee ~~from~~Notes ~~Audited~~to ~~Information~~Condensed Financial Statements

See Notes to Unaudited Condensed Financial Statements

Bioquest Corp.

Condensed Statements of Operations

(Unaudited)

	January 31, 2022			January 31, 2021			January 31, 2022			January 31, 2021
	Three Months Ended			Three Months Ended
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	July 31,2022			July 31,2021
	January 31, 2022			January 31, 2021			January 31, 2022			January 31, 2021
Revenues	$	-		$	-
Revenues	$	-		$	-		$	-		$	-
Operating Expenses
Operating Expenses
Compensation		-			384,000
Compensation					384,000			467,570			1,024,000
Professional Fees		47,785			30,793
Stock Compensation Expense		~~(50,000~~-	)		~~100~~33,~~000~~334			-			~~250,000~~
Professional Fees		2,695			36,683			74,602			142,526
General and Administrative Expenses		1,887			16,020
General and Administrative Expenses		(5,416	)		43,943			45,887			98,902
Total Operating Expenses		49,672			464,147
Total Operating Expenses		(52,721	)		564,626			588,059			1,515,428
Operating Loss		(49,672	)		(464,147	)
Operating Income (Loss)		52,721			(564,626	)		(588,059	)		(1,515,428	)
Gain (Loss) Derivative Valuation		(50,000	)		72,353
Derivative Gain (Expense)		1,471			(85,775	)		75,516			(85,775	)
Interest Expense		(23,757	)		(45,251	)
Interest Expense		(4,098	)		(16,887	)		(62,347	)		(18,595	)
Net Loss	$	(123,429	)	$	(437,045	)
Net Income (Loss)	$	50,094		$	(667,288	)	$	(574,890	)	$	(1,619,798	)
Basic and Fully Dilutive Loss per Share	$	(0.01	)	$	(0.05	)
											-
Weighted Average Common Shares - Basic and Fully Diluted		11,335,230			8,764,183
Basic Income (Loss) per Share	$	0.004		$	(0.080	)	$	(0.059	)	$	(0.198	)
Full Dilutive Income (Loss) Per Share	$	0.004		$	(0.080	)	$	(0.059	)	$	(0.198	)
Weighted Average Common Shares -Basic		11,310,230			8,345,733			9,788,912			8,181,833
Weighted Average Common Shares Fully Diluted		11,586,448			8,345,733			9,788,912			8,181,833

See Notes to ~~Unaudited~~ Condensed Financial Statements

Bioquest Corp.

Condensed Statement of Changes in Stockholders’ Deficit

For the Three, ~~Six and Nine~~ Months Ended ~~January~~July 31, 2022 and 2021

(Unaudited)

	Shares		$.001		Payable			Capital		Deficit			Deficit
	Common		Par Value		Stock			Additional Paid-In		Accumulated			Stockholders’
	Shares		$.001		Payable			Capital		Deficit			Deficit
Balance April 30, 2021		8,730,733		8,731	$	-		$	8,065,598	$	(9,843,870	)	$	(1,769,541	)
Balance April 30, 2022		11,310,230	$	11,310	$	206,700		$	10,013,892	$	(10,664,892	)	$	(432,990	)
Net Loss for the Three Months Ended July 31, 2021		-		-		-					(437,045	)		(437,045	)
Net Loss for the Three Months Ended July 31, 2022		-		-		-			-		(123,429	)		(123,429	)
Shares Issued for Cash		65,000		65		-			64,935					65,000
Stock Issued for Stock Payable		135,000		135		(94,250	)		94,115		-
Balance July 31, 2021		8,795,733		8,796		-			8,130,533		(10,280,915	)		(2,141,586	)
Stock issued for Extension of Notes Payable		40,000		40		-			19,960		-			20,000
Net Loss for the Three Months Ended October 31, 2021		-		-		-			-		(187,939	)		(187,939	)
Balance at July 31, 2022		11,485,230	$	11,485	$	112,450			10,127,967		(10,788,321	)	$	(536,419	)
Shares Issued for Settlement of accrued Compensation		2,514,497		2,514		-			1,883,359					1,885,873
Balance April 30, 2021	$	8,730,733		8,731	$	-		$	8,065,598	$	(9,843,870	)	$	(1,769,541	)
Balance October 31, 2021		11,310,230		11,310		-			10,013,892		(10,468,854	)	$	(443,652	)
Net Loss for the Three Months Ended July 31, 2021		-		-		-			-		(437,045	)		(437,045	)
Net Income for the Three Months Ended January 31, 2022		-		-		-			-		50,094		$	50,094
Net Loss		-		-		-			-		(437,045	)		(437,045	)
Balance January 31, 2022		11,310,230	$	11,310	$	-		$	10,013,892	$	(10,418,760	)	$	(393,558	)
Shares Issued for Cash		65,000		65		-			64,935		-			65,000
Balance April 30, 2020		8,044,233	$	8,044	$	50,000		$	7,323,285	$	(7,519,908	)	$	(138,579	)
Balance July 31, 2021		8,795,733	$	8,796	$	-		$	8,130,533	$	(10,280,915	)	$	(2,141,586	)
Net Loss for the Three Months Ended July 31, 2020		-		-		-			-		(322,230	)		(322,230	)
Shares Issued for Cash		50,000		50		-			99,950		-			100,000
Balance July 31, 2020		8,094,233	$	8,094	$	50,000			7,423,235	$	(7,842,138	)	$	(360,809	)
Shares Issued for Cash		10,000		10		-			19,990		-			20,000
Shares Issued for Stock Payable		70,000		70		(50,000	)		49,930		-			-
Shares Issued for Employment and Consulting Services		150,000		150		-			149,850		-			150,000
Shares Issued for Prepaid Marketing Services		9,000		9		-			17,991		-			18,000
Net Loss for the Three Months Ended October 31, 2020		-		-		-			-		(630,281	)		(630,281	)
Balance October 31, 2020		8,333,233	$	8,333	$	-		$	7,660,996		(8,472,419	)		(803,090	)
Shares Issued for Cash		7,500		8		-			14,992		-			15,000
Shares Issued for Services		10,000		10		-			9,990		-			10,000
Net Loss for the Three Months Ended January 31, 2021		-		-		-			-		(667,288	)		(667,288	)
Net Income (Loss)		-		-		-			-		(667,288	)		(667,288	)
Balance January 31, 2021		8,350,733	$	8,351	$	-		$	7,685,978	$	(9,139,707	)	$	(1,445,378	)

See Notes to ~~Unaudited~~ Condensed Financial Statements

Bioquest Corp.

Condensed Statements of Cash Flows

(Unaudited)

	January 31, 2022			January 31, 2021
	Three Months Ended			Three Months Ended
	Nine Months Ended			Nine Months Ended
	July 31, 2022			July 31, 2021
	January 31, 2022			January 31, 2021
Cash Flows from Operating Activities
Net Loss	$	(~~574~~123,~~890~~429	)	$	(1437,~~619,798~~045	)
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net loss to net cash used in operating activities.
Loss (Gain) on Derivative Liability		(75,516	)		85,775
Gain {Loss) on Derivative Liability		50,000			(72,353	)
Amortization of Debt Discount and Original Issue Discount		24,098			15,582
Interest Expense for Stock issued for Notes Extension		20,000			-
Stock Based Compensation		-			150,000
Amortization of Debt Discount and Original Issue Discount		-			13,175
Changes in Operating Assets and Liabilities
Prepaid Expenses		~~16,837~~-			75,~~200~~399
Increase in Accounts Payable and Accrued Liabilities		43,191			255,385
Increase (Decrease) in Accounts Payable and Accrued Liabilities		31,086			68,424
Increase in Accrued Interest		8,248			-
Increase in Accrued Compensation		-			376,000
Increase in Accrued Compensation		492,888			917,750
Increase (Decrease) in Due to Officers Shareholders		-			(18,199	)
Net Cash Used from Operating Activities		(65,144	)		(188,106	)
Accrued Interest		3,758			2,075
Cash from Investing Activities		-			-
Net Cash Used from Operating Activities		(18,585	)		(62,524	)
Cash Flows From Investing Activities		-			-
Cash from Financing Activities
Sale of Common Stock for Cash		~~65,000~~-			~~135~~65,000
Stock Issued for Professional Services					-
Net Cash Provided in Financing Activities		-			65,000
Issuance of Note Payable					53,000
Net Increase (Decrease) in Cash		(18,585	)		2,476
Net Cash Provided by Financing Activities		65,000			188,000
Beginning Cash		33,540			260
Net Decrease in Cash		(144	)		(106	)
Ending Cash	$	14,955		$	2,736
Beginning Cash		260			166
Ending Cash	$	116		$	60
Supplemental Information
Non-Cash Items:
Shares issued for Extinguishment of Accrued Compensation and Accrued Liabilities	$	1,885,873		$	-

See Notes to ~~Unaudited~~ Condensed Financial Statements

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~January~~July 31, 2022

(Unaudited)

NOTE 1 - ORGANIZATION AND OPERATIONS

Bioquest Corp. (the “Company”) was originally incorporated in the State of Nevada on May 17, 2011, as Renaissance Films Inc. On September 26, 2011, the Company changed its name to Sedition Films Inc. and on May 1, 2014, the Company changed its name to Select-TV Solutions, Inc. The Company was organized for the purpose of producing documentary films. On October 10, 2019, there was a change in control of the Company with the purchase of 270,000,000 of the Company’s Common stock and on that date the Company changed its name to Bioquest Corp. On October 12, 2019, the Company elected a new Board of Directors and approved a 2,000 to 1 Reverse Stock Split resulting in the reduction of the outstanding shares of the Company’s Common Stock from 454,254,585 shares to 237,233 shares of Common Stock. All common shares and per common share data in these financial statements and related notes hereto have been retroactively adjusted to account for the effect of the reverse stock split for all periods presented. The total number of authorized common shares and the par value thereof were not changed by the reverse stock split.

The Company ~~markets~~had previously intended to market, ~~packages~~package, and ~~distributes~~distribute, Hemp-CBD based products ~~and Pharmaceutical based and Government approved products~~. Our mission is was to Create High End, Unique Content and aggregate all relevant CBD content in the Nutraceutical and Pharmaceutical markets. ~~Bioquest~~In 2022, after the effects of Covid, ~~Corp.~~the isCompany ~~positioned~~decided to ~~generate~~change ~~revenue~~direction byand ~~bringing~~acquire ~~new~~companies ~~products~~in to the ~~marked,~~green ~~created~~energy ~~and~~sector. ~~marketed~~The byCompany ~~Bioquest~~has ~~Corp.~~executed ~~generating~~a ~~immediate~~letter of intent ~~revenues~~on ~~and~~June by23,2022 ~~acquiring~~to ~~established~~acquire ~~companies~~its ~~who~~first ~~have~~energy acompany. ~~presence~~(See inSubsequent ~~CBD~~Events ~~industry~~Note 8).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements are unaudited. These financial statements and notes should be read in conjunction with the audited financial statements and related notes for the years ended April 30, ~~2021~~2022, and ~~2020~~2021.

The accompanying interim condensed financial statements are unaudited and have been prepared in accordance with accounting principles ~~generally~~ generally accepted in the United States ~~under the condensing rules contained within Article 10 of Regulation S-X~~ for interim periods. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such rules. In the opinion of management, the unaudited condensed financial statements and notes have been prepared on the same basis as the audited financial statements for the year ended April 30, ~~2021~~2022 and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position at ~~January~~July 31, 2022 and statements of operations for the three ~~and nine~~ months ended ~~January~~July 31, 2022 and 2021 and cash flows for the ~~cash~~three ~~flows nine~~ months ended ~~January~~July 31, 2022 and 2021. These interim periods are not necessarily indicative of the results to be expected for any other interim period or the full year. The accompanying condensed financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the condensed financial statements. As of ~~January~~July 31, 2022, the Company’s significant accounting policies and estimates, which are detailed in the Company’s audited ~~financial~~ financial statements for the year ended April 30, 2021, have not changed. The amounts shown herein for the years ended April 30,2022 were derived from our audited financial statements for the years ended April 30,2022, which were filed on www.sec.gov on August 15, 2022.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. As of ~~January~~July 31, 2022, cash equivalents amounted to $~~116~~14,955.

Basic ~~Income~~ Loss Per Share

FASB ASC Subtopic 260, Earnings Per Share, provides for the calculation of “Basic” and “Diluted” earnings ~~loss~~ per share. Basic ~~income~~earnings ~~loss~~ per share is computed by dividing net ~~income~~ loss available to common shareholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities ~~for loss per share~~ including stock options and stock payable have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future. The number of potentially dilutive shares were ~~276~~330,~~218~~225 shares as of ~~January~~July 31, 2022, and ~~145~~217,~~040~~166 shares on ~~January~~July 31, 2021.

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~January~~July 31, 2022

(Unaudited)

Income Taxes

The Company follows FASB ASC Subtopic 740, Income Taxes, for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Stock-based Compensation

The Company follows FASB ASC Subtopic 718, Stock Compensation, for accounting for stock-based compensation. The guidance requires that new, modified, and unvested share-based payment transactions, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods.

Revenue Recognition

The Company will recognize revenue pursuant to Accounting Standards Codification 606, which requires revenue to be recognized at an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

Revenue will be recognized for the Company’s wholesale customers sales when the Company ships the product from its inventory facility. Revenue will be recognized by the Company for e-commerce sales at the time the merchandise is shipped from our inventory facility. Customers typically receive goods within four days of shipment. Amounts related to shipping and handling that are billed to customers are reflected in revenues, and the related costs are reflected in cost of revenues. Taxes collected from customers and remitted to governmental authorities are presented in the consolidated statements of operations on a net basis. The nature of the Company’s business allows for customers to return previously purchased goods for a return or exchange which may result in a reduction of the Company’s revenues. These sales returns will not be significant to the Company’s revenues in the accompanying financial statements.

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~January~~July 31, 2022

(Unaudited)

Fair Value of Financial Instruments

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Our company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts our company could realize in a current market exchange. As of April 30, ~~2020~~2022, and ~~October~~July 31, ~~2021~~2022, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had ~~Cash of $116 and~~ an accumulated ~~stockholders’~~ deficit as of ~~January~~ July 31,~~2021~~ 2022, of $~~393~~10,~~558~~788,321 and its liabilities exceeded its assets by $~~393~~536,~~458.~~419 These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

~~Bioquest,~~The ~~Corp.~~Company ~~markets,~~has ~~packages,~~executed ~~and~~a ~~distributes~~letter ~~Hemp-CBD~~of ~~based~~intent ~~products~~to ~~and~~acquire ~~Pharmaceutical~~a ~~based~~green ~~and~~hydrogen ~~Government~~energy ~~approved~~company, ~~products.~~but ~~Our~~has ~~mission is~~limited toresources, ~~create~~no ~~high~~source ~~end~~of ~~unique~~operating cash ~~content~~flow and ~~aggregate~~no ~~all~~assurance ~~relevant~~that ~~CBD~~sufficient ~~content~~funding inwill ~~the~~be ~~Nutraceutical~~available. ~~and~~Management ~~Pharmaceutical~~will ~~markets~~be ~~including Medical~~required ~~Grade~~to ~~Products.~~raise ~~Bioquest~~funds through a combination ~~Corp.~~of isequity ~~positioned~~and/or todebt ~~generate~~financing ~~revenue~~for bythe ~~bringing~~further ~~its~~development ~~new~~of ~~and~~its ~~recently~~hydrogen ~~developed~~technology ~~products~~business. toThe ~~the~~success ~~market~~of ~~and~~these byplans ~~accruing~~will ~~established~~depend ~~companies~~upon in the ~~CBD~~ability ~~industry,~~of ~~generating~~the ~~immediate~~Company ~~revenues.~~to ~~The~~generate ~~Company~~cash isflows ~~implementing~~from equity and/or ~~marketing~~debt tofinancing. These conditions indicate the ~~business-to-business~~existence ~~and~~of ~~internet-based~~material ~~E-Commerce~~uncertainties towhich ~~the~~may ~~consumer~~cast ~~market.~~significant ~~The~~doubt ~~Company~~on isthe ~~implementing~~Company’s ~~this~~ability ~~plan~~ to ~~achieve~~continue ~~profitable~~as ~~and~~a ~~sustainable~~going ~~operations~~concern.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

~~The~~As ~~Company~~of ~~settled~~July ~~on September 30~~31, ~~2021~~2022, ~~all amounts of~~ $123,~~885,873~~100 was due to ~~executive~~Officers ~~officers~~Shareholders ~~and~~for ~~consultants~~rent ~~from employment~~ and ~~consulting contracts and~~ other ~~accounts~~costs ~~payables~~paid inon ~~exchange~~behalf ~~for 2,514,497 common stock~~ of the Company. Of these shares 1,257,251 were issued under the Company’s S-8 Registration Statement and 1,257,246 were issued as restricted shares under Rule 144. No amounts were due to officers and directors as of January 31, 2022.

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~January~~July 31, ~~2022~~20212

(Unaudited)

NOTE 5 – NOTES PAYABLE

The Company issued multiple convertible notes payable in January and February 2020, in the amount of $40,000 due in two years from date of issuance, with interest at 6% and convertible ininto common shares at $1.00 per share. Inadjustable ~~addition,~~in ~~the~~certain ~~Company recorded 50~~circumstances,~~000~~ ~~shares payable~~ as ofdefined ~~April 30, 2020, and issued these shares~~ in the ~~October~~debt ~~2020~~agreements. These notes ~~payable~~ were ~~due~~in technical default as of ~~January~~April 3130, 2022. On July 14,2022 ~~and~~the ~~February~~Company extended the due dates of 8,these ~~2022.~~notes ~~The~~to ~~company~~September is30, 2022, in ~~discussion~~consideration ~~with~~for the ~~note~~issuance ~~holders~~of ~~and~~40,000 ~~these~~shares ~~notes~~of ~~are~~unregistered ~~not~~shares ~~considered~~of incommon ~~default~~stock.

The Company issued a note payable on September 30, 2020, due in one year in the amount of $27,500 including interest at 10%. The note becomes convertible at a 40% discount to market price after 90 days. The company recorded a note discount of $2,500. On November 2, 2020, the Company issued an additional note payable due in one year (extended ninety days) to in the amount of $30,800 including interest at 10%. The note becomes convertible at a 60% discount to market price. The Company recorded a note discount of $2,800. As of January 31, 2021, these notes were in technical default and the Company accrued $30,000 as interest expense to provide for additional amounts owing in event of default as of January 31, 2022.

These notes contain contingent conversion features. The first feature triggers in the event that the Company has a qualified equity offering, as defined, in agreement. If triggered, this allows the holder to convert the principal and any unpaid and accrued interest at a price per share equal to the Discount Rate (as defined in the note agreement) multiplied by the price per share paid by the investors in the qualified financing. The second feature triggers in the event that the Company has an equity financing that does not qualify as a qualified financing. If triggered, this allows the holder to convert the principal and any unpaid and accrued interest into the equity financing security at a rate at the lower of the Discount Rate (as defined in the note agreement) multiplied by the price per share paid by the investors in the equity financing. The third feature triggers in the event that a Sale Event (as defined in the note agreements) occurs. If triggered, this allows the note holders to covert their outstanding principal and any unpaid and accrued interest into common stock of the Company at the Discount Rate (as defined in the note agreement) multiplied by proceeds per share payable in the Sales Event.

Upon maturity, the holders of the notes may elect to convert their unpaid principal and accrued interest into that number of common shares determined by multiplying the Discount Rate (as defined in the note agreement) by the 5 -trading day average closing price of the Company’s common stock.

The ~~expected~~Company ~~volatility~~issued ~~rate~~a ~~was~~convertible ~~estimated~~note ~~based~~payable onin ~~comparison~~September to2020 due in one year in the ~~volatility~~amount of $27,500 including interest at 10% per annum. The note is convertible at a ~~peer~~40% ~~group~~discount to the 20-day volume weighted average trading price of ~~companies~~the inCompany’s ~~similar~~common ~~industries.~~stock, ~~The~~after ~~term~~90 ~~for~~days from issuance. In the event of default, the conversion discount increases to 50% of the ~~notes~~20-day isvolume ~~based~~weighted ~~upon~~average trading price. In November 2020 the ~~remaining~~Company ~~term~~issued ofan additional note payable to the ~~notes~~same investor due in one year in the amount of $30,800 with interest at 10% per annum. The ~~risk-free~~note ~~interest~~is ~~rate~~convertible ~~for~~at ~~periods~~a ~~within~~60% discount to the ~~contractual~~ ~~life~~20-day volume weighted average trading price of the ~~option~~Company’s common isstock. ~~based~~The onCompany ~~U.S.~~extended ~~Treasury~~the ~~securities.~~due ~~Circumstances~~date ~~may~~to ~~change~~February2,2022, and ~~additional~~issued ~~data~~10,000 ~~may~~shares ~~become~~(postponement ~~available~~shares) for this extension ~~over~~in ~~time,~~the ~~which~~year ~~could~~ended ~~result~~April in30, ~~changes~~2021. toIn ~~these~~the ~~assumptions~~year ~~and~~ended ~~methodologies~~April 30, ~~and~~2022, ~~thereby~~the ~~materially~~Company ~~impact~~recorded ~~our~~a ~~fair~~penalty ~~value~~payable ~~determination.~~at non-payment upon maturity ~~The~~for ~~Company~~the ~~recorded~~two annotes ~~decrease~~above $58,300 in ~~note~~the ~~discount~~amount of $2445,~~098, and~~000 awhich ~~decrease~~is included in ~~the~~accounts ~~derivative~~payable ~~liability~~and accrued expense as of ~~$75~~April 30,~~516~~ 2022, and aJuly ~~gain~~31,2022. As of ~~derivative~~April ~~expense~~30, of2022, ~~$75~~and July 31,~~516~~ 2022, these notes were in default.

~~The~~In ~~following~~March ~~table~~2022, ~~for~~ the ~~derivative~~Company ~~liability~~received ~~summarizes~~gross proceeds of $85,000 and issued a convertible promissory note in the ~~inputs~~amount ~~used~~of ~~for~~$85,000, which matures 12 months from issuance. The convertible note bears interest at the ~~Black-Scholes~~rate ~~pricing~~of ~~model~~8% onper annum. The conversion rate of the ~~nine~~note ~~months~~is ~~ended~~$0.50 with ~~January~~standard ~~31,~~antidilution ~~2022~~provisions. The Company may prepay the convertible note at any time without penalty. At issuance, the Company determined that the beneficial conversion feature was immaterial

During the year ended April 30, 2022, convertible notes, the Company has determined that the conversion features require bifurcation as derivatives. The Company has calculated the value of the derivative, a level 3 liability as follows:

The expected volatility rate was estimated based on comparison to the volatility of a peer group of companies in similar industries. The term for the conversion of the notes is based upon the remaining term of the notes. The risk-free interest rate for periods within the contractual life is based on the yield derived from auctions of comparable periods of constant maturity U.S. Treasury securities. Circumstances may change, and additional data may become available over time, which could result in changes to these assumptions and methodologies, and thereby materially impact our fair value determination.

The following table for the derivative liability summarizes the inputs used for the Black-Scholes pricing model on the three months ended July 31,2022.

	Note 1			Note 2
	Notes
Exercise price	$	0.~~312~~36 - $0.54,		$	~~0.208~~
Risk free interest rate		02.~~107~~2	%		~~0.107~~	%
Volatility		~~87.96~~1,000	%		~~93.45~~	%
Expected term years		.001			.001
Expected term months		3
Dividend yield		None			~~None~~

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~January~~July 31, 2022

(Unaudited)

NOTE 6 – STOCKHOLDERS’ DEFICIT

Capital Stock Issued

During the quarter ended ~~October~~July 31, 2021, the Company issued 65,000 ~~Reg A~~ shares of common stock for $65,000. In the quarter ended October 31, 2021, the Company issued 2,514,497 shares of common stock for settlement of all amounts owing to officers, directors, and consultants in the amount of $1,885,833 as of September 30, 2021cash.

During the quarter ended July 31,2022 the Company issued 40,000 shares of common stock for extension of the due date of notes payable of $40,000 and 135,000 shares of common stock issued in satisfaction of the stock payable.

Authorized Capital Stock Common Stock

The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.001 per share. As of ~~January~~July 31, 2022, and April 30, ~~2021~~2022, there were 11,~~310~~485,230 and 811,~~730~~310,~~733~~230 ~~and~~ shares issued and outstanding.

NOTE 7 – ~~COMMITMENTS~~SUBSEQUENT ~~AND CONTINGENCIES~~EVENTS

~~From~~On ~~time~~June to23, ~~time~~2022, the Company ~~may~~executed bea ~~subject~~non-binding toLetter ~~proceedings,~~of ~~lawsuits,~~Intent ~~and~~with ~~other~~the ~~claims~~shareholders ~~related~~of toProgressus ~~government~~Clean ~~agencies~~Technologies, ~~operations,~~Inc. ~~shareholders~~(“Progressus”), ~~and~~whereby ~~contracts.~~the ~~The~~ Company isshall ~~required~~acquire toall ~~assess~~ the ~~likelihood~~issued ofand ~~any~~outstanding ~~adverse~~shares ~~judgments~~of orProgressus, ~~outcomes~~a toprivate ~~these~~company ~~matters~~incorporated asin ~~well~~Delaware ~~as potential~~in ~~ranges~~exchange offor ~~probable losses. A determination of~~ the ~~amount~~Company ofissuing ~~accrual required~~90,000,000 ifshares ~~any,~~of ~~for~~its ~~these~~common ~~contingencies~~stock isto ~~made~~the ~~after~~shareholders ~~analysis~~ of ~~each matter~~Progressus. ~~The~~Should ~~required~~the ~~accrual,~~acquisition ~~if any~~become effective, ~~may change in~~ the ~~future~~shareholders ~~due~~of toProgressus ~~new developments in each matter or changes in settlement strategies. The Company does not believe that there are presently any such matters that~~ will ~~have~~control athe ~~material adverse effect on its financial condition or results of operations~~Company.

~~NOTE~~Progressus 8is –a ~~SUBSEQUENT~~venture ~~EVENTS~~stage green technology company focused on the development of novel hydrogen generation and separation technologies. Progressus owns the exclusive rights and intellectual property pertaining to the Advanced Electrolyzer System for the production of hydrogen from dilute syngas.

On March 1, 2022, the Company entered a convertible note payable for $ 85,000 due in one year at 8% interest.

The note is convertible into shares of the Company’s common stock at $0.50 per share. In addition, the Company entered into a consulting agreement with the same party for $85,000 payable in 85,000 shares S-8 Stock.

In addition, we did not identify any additional material events or transactions occurring during subsequent event reporting period that required further recognition or disclosure in these financial statements.

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

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance, or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” and similar expressions or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfil our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws. Unless stated otherwise, terms such as the “Company,” “BioQuest,” “we,” “us,” “our,” and similar terms shall refer to BioQuest Corp., Inc., a Nevada corporation, and its subsidiaries.

Results of Operations

Working Capital

	January 31, 2022			April 30, 2021
	July 31, 2022			April 30, 2022
	$	$		$	$
Current assets		~~116~~14,955			1733,~~097~~540
Current liabilities		~~393.674~~551,374			1466,~~786,638~~530
Working capital deficit		(~~393~~536,~~558~~419	)		(~~1.769~~432,~~541~~990	)

Cash Flows

	Nine Months Ended			Nine Months Ended
	Three Months Ended			Three Months Ended
	January 31, 2022			January 31, 2021
	July 31, 2022			July 31, 2021
Cash flows used in operating activities	$	(6518,~~144~~585	)		(~~188~~62,~~106~~254	)
Cash flows provided by financing activities		~~65,000~~-			~~188~~65,000
Cash flows used in investing activities		-			-
Net increase (decrease) in cash during period	$	(~~144~~18,585	)	$	~~(106~~2,746	)

Three ~~and~~Months ~~nine~~Ended ~~months~~July ~~ended January~~ 31, ~~20221~~2022, ~~Compared~~compared to the ~~three~~Three ~~and~~Months ~~nine~~Ended ~~months~~July ~~ended January~~ 31, 2021

Operating Revenue

The Company had no revenue for the three months ~~and nine months~~ ended ~~January~~July 31, 2022, orand for the same ~~periods~~period in 2021.

Cost of Revenues

The Company had no cost of revenues for the three ~~and Nine~~ months ended ~~January~~July 31, 2022, or for the same ~~periods~~period in 2021.

Operating Expenses

Compensation was $ -0- ~~and $467,570~~ for the three months ~~and nine months~~ ended ~~January~~July 31, 2022, compared to $384,000 ~~and $1,024,000~~ for the same ~~periods~~ period in 2021. The decrease was due to the Company putting all consulting and employment contracts on hold as of September 30, 2021.

Stock Compensation was ($~~50,000) and $~~-0- for the three ~~and nine~~ months ended ~~January~~July 31, 2022, as compared towith $~~100,000~~ ~~and $250~~33,~~000~~ 334 for the same ~~periods~~period in 2021.

Professional Fees were $247,~~695~~785 ~~and $74,602~~ for the three ~~and nine~~ months ended ~~January~~July 31, 2022, as compared to $~~36.683 and $105~~30,~~843~~793 for the same ~~periods~~ period in ~~2021and~~2021 ~~the~~for ~~decrease~~SEC ~~was~~filings ~~limited~~and ~~activity in those periods~~accounting services. to

~~Stock~~General ~~Compensation~~and ~~for~~administrative ~~the~~expenses ~~three~~consisted ~~months~~primarily ~~ended~~of ~~January 31~~marketing, ~~2022,~~product ~~due~~development toand ageneral ~~cancellation~~expenses. ofFor ~~a consulting contract by~~ the ~~Company~~three ~~was~~months $aended ~~credit~~July to31, ~~expense of $50~~2022,~~000~~ ~~for~~general ~~amounts~~and ~~accrued~~administrative inexpenses ~~previous~~were ~~periods~~$1,887 as compared ~~with~~to $~~100~~16,~~000~~020 infor the same period in ~~the previous year~~2021. ~~Stock Compensation for the nine months ended January 31, 2022, was $ -0- compared with $250,000 in the previous year~~

~~General~~Gain ~~and~~(Loss) ~~administrative~~of ~~expenses~~derivative ~~consisted~~valuation ~~primarily~~was ~~of marketing~~$(50,000) ~~product~~in ~~development and general expenses. For~~ the ~~three~~quarter ~~and nine months~~ ended ~~January~~July 31, 2022, ~~general~~ and ~~administrative expenses were (~~$572,~~415)~~353 ~~and $45,887 as compared to $43,943 and $98,902~~ for the same ~~periods~~ inperiod ~~2021. The difference was from reduced activity~~ in the ~~quarter~~previous ~~ended January 31, 2022, and reductions in amounts previously accrued~~year.

~~Derivative~~Interest ~~gain (~~expense) was $123,~~471~~757 ~~and~~for ~~$75,516 in~~ the three ~~and nine~~ months ended ~~January~~July 31, 2022, and $~~-0- and ($85~~45,~~775)~~251 for the same ~~periods~~ period in the previous year.

Interest expense was $4,098 and $62,347 in the three and nine months ended January 31, 2022, and $16,887 and $18,595 for the same periods in the previous year.

Net Income (Loss)

The Company had net ~~income (~~loss) $50123,~~094~~429 ~~and ($574,890)~~ for the three months ~~and nine months~~ ended ~~January~~July 31, 2022, as compared towith ~~a net loss of (~~$~~667~~437,~~288)~~045 ~~and ($1,619,798)~~ for the ~~same~~three ~~periods~~months inended ~~the~~July ~~previous year~~31, 2021.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.

As of ~~January~~July 31, 2022, the Company had total current assets of $~~116.~~14,955 ~~Current assets~~ consisted ~~primarily~~ of cash. As ofJuly ~~January~~ 31, 2022, the Company had total current liabilities of $~~393~~551,~~674~~374 compared to $1466,~~786,868~~530 as of April 30, ~~2021~~2022. Current liabilities consisted primarily of accounts payable accrued liabilities and ~~accrued~~notes ~~liabilities~~payable.

We had negative working capital of $~~393~~536,~~558~~419 as of ~~January~~July 31, 2022.

Cash flow from Operating Activities

During the ~~nine~~three months ended ~~January~~July 31, 2022, cash used in operating activities was $6518,~~144~~585 compared to $~~188~~62,~~106~~254 for the ~~same~~ended ~~period~~July in31, ~~the preceding year~~2021.

Cash flow from Financing Activities

For the ~~nine~~three months ended ~~January~~July 31, 2022, cash provided by financing activities was $ -0- as compares with $65,000 ~~compared~~for tothe same period ended July 31, 2021.

$ 188,000 provided for the same period ended in the preceding year

Quarterly Developments

None.

Subsequent Developments

None.

Going Concern

~~The~~Going accompanying unaudited interim consolidated condensed financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company on a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations and has an accumulated deficit of $. The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts.Concern

The accompanying unaudited interim consolidated condensed financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company on a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations and has an accumulated deficit of $10,788,321. The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts. The Company has executed a letter of intent to acquire a green hydrogen energy company, but has limited resources, no source of operating cash flow and no assurance that sufficient funding will be available. Management will be required to raise funds through a combination of equity and/or debt financing for the further development of its hydrogen technology business. The success of these plans will depend upon the ability of the Company to generate cash flows from equity and/or debt financing. These conditions indicate the existence of material uncertainties which may cast significant doubt on the Company’s ability to continue as a going concern.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Recent Accounting Pronouncements

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

Off Balance Sheet Arrangements

We have not entered any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. ~~and~~Based ~~determine~~on that ~~they~~evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended July 31, 2022.

The following aspects of the Company were noted as potential material weaknesses:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the ~~nine~~period ~~months~~ ended ~~January~~July 31, ~~2022.~~2021, Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. 2. We do not as yet have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. 3. We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness. 4. Certain control procedures were unable to be verified due to performance not being sufficiently documented. As an example, some procedures requiring review of certain reports could not be verified due to there being no written documentation of such review. Management evaluated the impact of its failure to maintain proper documentation of the review process on its assessment of its reporting controls and procedures and has concluded deficiencies represented a material weakness.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no changes occurred in the Company’s internal controls over financial reporting during the quarter ended ~~January~~July 31, 2022, that has materially affected, or is reasonably ~~likely~~ likely to materially affect, the Company’s internal controls over financial reporting.

PART II – OTHER INFORMATION

Item. 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

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

Quarterly Issuances:

~~None~~There were 135,000 S-8 registered shares in the three months issued July 31, 2022, for stock payable due as of April 30, 2022. There were an additional issuance of 40,000 unregistered shares issued for extension of notes payable in the three months ended July 31, 2022.

Subsequent Issuances:

None.

The above securities were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. These securities qualified for exemption under Section 4(a)(2) since the issuance by us did not involve a public offering. The offerings were not “public offerings” as defined in 4(a)(2) due to the insubstantial number of persons involved in the transactions, manner of the issuance and number of securities issued. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(a)(2) since they agreed to and received securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for these transactions.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit Number		Exhibit Description
31.1		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS		Inline XBRL Instance Document
EX-101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
EX-101.SCH		Inline XBRL Taxonomy Extension Schema Document
EX-101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BIOQUEST CORP, INC.
BioQuest Corp.
/s/ Thomas Hemingway		~~May~~September 2712, 2022
Thomas Hemingway, CEO, Principal Executive Officer, Director		Date
/s/ Michael Krall		~~May~~September 2712, 2022
Michael Krall, President, Director		Date
/s/ David Noyes		~~May~~September 2712, 2022
David Noyes, CFO, Principal Accounting Officer		Date
/s/ Jeffery Donnell		~~May~~September 2712, 2022,
Jeffery Donnell, Director		Date
/s/ Robert Orbach		~~May~~September 2712, 2022
Robert Orbach, Director		Date

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