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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 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	000-56260	80-0975853
(State or Other Jurisdiction of	Commission File No.	IRS Employer
Incorporation or Organization)		Identification 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 July 31, 2022
Common Stock, $0.001		11,485,320,230

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 July 31, 2022 (unaudited) and April 30, 2022	4

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 months ended July 31, 2022, and 2021 (unaudited)	6

Condensed Statements of Cash Flows for the three months ended July 31, 2022, and July 31, 2021 (unaudited)	7

Notes to Condensed Financial Statements July 31, 2022 (unaudited)	8

Bioquest Corp.

Condensed Balance Sheets

(Unaudited)

	July 31, 2022			April 30, 2022

Assets
Current Assets
Cash	$	14,955		$	33,540
Total Current Assets		14,955			33,540

Total Assets	$	14,955		$	33,540

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts Payable and Accrued Liabilities	$	212,677		$	181,591
Due to Officers Shareholders		23,100			23,100
Accrued Interest		19,258			15,500
Convertible Notes Payable		183,300			183,300
Derivative Liability		113,039			63,039
Total Current Liabilities		551,374			466,530

Total Liabilities		551,374			466,530

Commitments and Contingencies		-

Stockholders’ Deficit
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
Stock Payable		112,450			206,700
Additional-Paid-in-Capital		10,127,967			10,013,892
Accumulated Deficit		(10,788,321	)		(10,664,892	)
Total Stockholders’ Deficit		(536,419	)		(432,990	)
Total Liabilities and Stockholders’ Deficit	$	14,955		$	33,540

See Notes to Condensed Financial Statements

Bioquest Corp.

Condensed Statements of Operations

(Unaudited)

	Three Months Ended			Three Months Ended
	July 31,2022			July 31,2021

Revenues	$	-		$	-

Operating Expenses
Compensation		-			384,000
Professional Fees		47,785			30,793
Stock Compensation Expense		-			33,334
General and Administrative Expenses		1,887			16,020
Total Operating Expenses		49,672			464,147
Operating Loss		(49,672	)		(464,147	)
Gain (Loss) Derivative Valuation		(50,000	)		72,353
Interest Expense		(23,757	)		(45,251	)
Net Loss	$	(123,429	)	$	(437,045	)

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

See Notes to Condensed Financial Statements

Bioquest Corp.

Condensed Statement of Changes in Stockholders’ Deficit

For the Three Months Ended July 31, 2022 and 2021

(Unaudited)

	Common		Par Value		Stock			Additional Paid-In		Accumulated			Stockholders’
	Shares		$.001		Payable			Capital		Deficit			Deficit
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, 2022		-		-		-			-		(123,429	)		(123,429	)
Stock Issued for Stock Payable		135,000		135		(94,250	)		94,115		-
Stock issued for Extension of Notes Payable		40,000		40		-			19,960		-			20,000
Balance at July 31, 2022		11,485,230	$	11,485	$	112,450			10,127,967		(10,788,321	)	$	(536,419	)

Balance April 30, 2021	$	8,730,733		8,731	$	-		$	8,065,598	$	(9,843,870	)	$	(1,769,541	)
Net Loss for the Three Months Ended July 31, 2021		-		-		-			-		(437,045	)		(437,045	)
Net Loss		-		-		-			-		(437,045	)		(437,045	)
Shares Issued for Cash		65,000		65		-			64,935		-			65,000
Balance July 31, 2021		8,795,733	$	8,796	$	-		$	8,130,533	$	(10,280,915	)	$	(2,141,586	)

See Notes to Condensed Financial Statements

Bioquest Corp.

Condensed Statements of Cash Flows

(Unaudited)

	Three Months Ended			Three Months Ended
	July 31, 2022			July 31, 2021

Cash Flows from Operating Activities
Net Loss	$	(123,429	)	$	(437,045	)
Adjustments to reconcile net loss to net cash used in operating activities.
Gain {Loss) on Derivative Liability		50,000			(72,353	)
Interest Expense for Stock issued for Notes Extension		20,000			-
Amortization of Debt Discount and Original Issue Discount		-			13,175
Changes in Operating Assets and Liabilities
Prepaid Expenses		-			5,399
Increase (Decrease) in Accounts Payable and Accrued Liabilities		31,086			68,424
Increase in Accrued Compensation		-			376,000
Increase (Decrease) in Due to Officers Shareholders		-			(18,199	)
Accrued Interest		3,758			2,075
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
Net Cash Provided in Financing Activities		-			65,000
Net Increase (Decrease) in Cash		(18,585	)		2,476
Beginning Cash		33,540			260
Ending Cash	$	14,955		$	2,736

See Notes to Condensed Financial Statements

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

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 had previously intended to market, package, and distribute, Hemp-CBD based products. Our mission was to Create High End, Unique Content and aggregate all relevant CBD content in the Nutraceutical and Pharmaceutical markets. In 2022, after the effects of Covid, the Company decided to change direction and acquire companies in the green energy sector. The Company has executed a letter of intent on June 23,2022 to acquire its first energy company. (See Subsequent Events 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, 2022, and 2021.

The accompanying interim condensed financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States 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, 2022 and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position at July 31, 2022 and statements of operations for the three months ended July 31, 2022 and 2021 and cash flows for the three months ended 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 July 31, 2022, the Company’s significant accounting policies and estimates, which are detailed in the Company’s audited 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 July 31, 2022, cash equivalents amounted to $14,955.

Basic Loss Per Share

FASB ASC Subtopic 260, Earnings Per Share, provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities 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 330,225 shares as of July 31, 2022, and 217,166 shares on July 31, 2021.

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

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

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, 2022, and July 31, 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 an accumulated deficit as of July 31, 2022, of $10,788,321 and its liabilities exceeded its assets by $536,419 These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

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.

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

As of July 31, 2022, $23,100 was due to Officers Shareholders for rent and other costs paid on behalf of the Company.

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

July 31, 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 into common shares at $1.00 per share adjustable in certain circumstances, as defined in the debt agreements. These notes were in technical default as of April 30, 2022. On July 14,2022 the Company extended the due dates of these notes to September 30, 2022, in consideration for the issuance of 40,000 shares of unregistered shares of common stock.

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 Company issued a convertible note payable in September 2020 due in one year in the amount of $27,500 including interest at 10% per annum. The note is convertible at a 40% discount to the 20-day volume weighted average trading price of the Company’s common stock, after 90 days from issuance. In the event of default, the conversion discount increases to 50% of the 20-day volume weighted average trading price. In November 2020 the Company issued an additional note payable to the same investor due in one year in the amount of $30,800 with interest at 10% per annum. The note is convertible at a 60% discount to the 20-day volume weighted average trading price of the Company’s common stock. The Company extended the due date to February2,2022, and issued 10,000 shares (postponement shares) for this extension in the year ended April 30, 2021. In the year ended April 30, 2022, the Company recorded a penalty payable at non-payment upon maturity for the two notes above $58,300 in the amount of $45,000 which is included in accounts payable and accrued expense as of April 30, 2022, and July 31,2022. As of April 30, 2022, and July 31, 2022, these notes were in default.

In March 2022, the Company received gross proceeds of $85,000 and issued a convertible promissory note in the amount of $85,000, which matures 12 months from issuance. The convertible note bears interest at the rate of 8% per annum. The conversion rate of the note is $0.50 with standard antidilution 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.

	Notes
Exercise price	$	0.36 - $0.54,
Risk free interest rate		2.2	%
Volatility		1,000	%
Expected term months		3
Dividend yield		None

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

July 31, 2022

(Unaudited)

NOTE 6 – STOCKHOLDERS’ DEFICIT

Capital Stock Issued

During the quarter ended July 31, 2021, the Company issued 65,000 shares of common stock for $65,000 cash.

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 July 31, 2022, and April 30, 2022, there were 11,485,230 and 11,310,230 shares issued and outstanding.

NOTE 7 – SUBSEQUENT EVENTS

On June 23, 2022, the Company executed a non-binding Letter of Intent with the shareholders of Progressus Clean Technologies, Inc. (“Progressus”), whereby the Company shall acquire all the issued and outstanding shares of Progressus, a private company incorporated in Delaware in exchange for the Company issuing 90,000,000 shares of its common stock to the shareholders of Progressus. Should the acquisition become effective, the shareholders of Progressus will control the Company.

Progressus is a venture 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.

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

	July 31, 2022			April 30, 2022
		$			$
Current assets		14,955			33,540
Current liabilities		551,374			466,530
Working capital deficit		(536,419	)		(432,990	)

Cash Flows

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

Three Months Ended July 31, 2022, compared to the Three Months Ended July 31, 2021

Operating Revenue

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

Cost of Revenues

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

Operating Expenses

Compensation was $ -0- for the three months ended July 31, 2022, compared to $384,000 for the same 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 $-0- for the three months ended July 31, 2022, as compared with $ 33,334 for the same period in 2021.

Professional Fees were $47,785 for the three months ended July 31, 2022, as compared to $30,793 for the same period in 2021 for SEC filings and accounting services.

General and administrative expenses consisted primarily of marketing, product development and general expenses. For the three months ended July 31, 2022, general and administrative expenses were $1,887 as compared to $16,020 for the same period in 2021.

Gain (Loss) of derivative valuation was $(50,000) in the quarter ended July 31, 2022, and $72,353 for the same period in the previous year.

Interest expense was $23,757 for the three months ended July 31, 2022, and $45,251 for the same period in the previous year.

Net Income (Loss)

The Company had net loss $123,429 for the three months ended July 31, 2022, as compared with $437,045 for the three months ended July 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 July 31, 2022, the Company had total current assets of $14,955 consisted of cash. As July 31, 2022, the Company had total current liabilities of $551,374 compared to $466,530 as of April 30, 2022. Current liabilities consisted primarily of accounts payable accrued liabilities and notes payable.

We had negative working capital of $536,419 as of July 31, 2022.

Cash flow from Operating Activities

During the three months ended July 31, 2022, cash used in operating activities was $18,585 compared to $62,254 for the ended July 31, 2021.

Cash flow from Financing Activities

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

Quarterly Developments

None.

Subsequent Developments

None.

Going 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. Based on that 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 period ended July 31, 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 July 31, 2022, that has materially affected, or is reasonably 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:

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		September 12, 2022
Thomas Hemingway, CEO, Principal Executive Officer, Director		Date

/s/ Michael Krall		September 12, 2022
Michael Krall, President, Director		Date

/s/ David Noyes		September 12, 2022
David Noyes, CFO, Principal Accounting Officer		Date

/s/ Jeffery Donnell		September 12, 2022,
Jeffery Donnell, Director		Date

/s/ Robert Orbach		September 12, 2022
Robert Orbach, Director		Date

Bioquest Corp 10-Q