This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.





Working Capital



                             April 30, 2021       April 30, 2020
                                   $                    $
Cash                                     260                  166
Current Assets                        17,097                  166
Current Liabilities                1,786,638               98,745
Working Capital (Deficit)         (1,769,541 )            (98,579 )




Cash Flows



                                                       April 30, 2021       April 30, 2020
                                                             $                    $
Cash Flows from (used in) Operating Activities                (193,206 )           (124,834 )
Cash Flows from (used in) Investing Activities                 193,300              125,000
Cash Flows from (used in) Financing Activities                       -                    -
Net Increase (decrease) in Cash During Period                       94                  166

Results for the Year Ended April 30, 2021, compared to the Year Ended April 30, 2020





Operating Revenues

The Company's revenues were $-0- for the Year ended April 30, 2021, compared to $-0- in 2020.





Cost of Revenues

The Company's cost of revenues was $-0- for the Year ended April 30, 2021, compared to $-0- in 2020.





Gross Profit

For the Year ended April 30, 2021, the Company's gross profit was $nil compared to $-0- in 2020.

General and Administrative Expenses

Operating expenses and general and administrative expenses consisted of compensation of $1,408,000, stock compensation expense of $530,000, professional fees of $152,162 and general and administrative expenses of $110,387 for total operating expenses of $2,200,549 for the year ended April 30, 2021. For the year ended April 30, 2020, operating expenses consisted of compensation of $164,000, stock compensation expense of $117,279, professional fees of $51,187 and general and administrative expenses were $24,097 for totaling operating expenses of $356,554.





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Other Income (Expense)

Other income (expense) consisted of $nil and $nil for the years ended April 30, 2021, and 2020, respectively.





Net Loss

The net loss for the year ended April 30, 2021, was $2,323,962 compared to $359,029 compared to for the year ended April 30, 2020. The net loss is influenced by the matters discussed in the other sections of the MD&A.

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.

At April 30, 2021, the Company had total current assets of $17,097 compared to $166 at April 30, 2020. Current assets consisted of cash of $260 and prepaid expenses of $16,838. At April 30, 2021, the Company had total current liabilities of $1,786,638 compared to $98,745 at April 30, 2020. Current liabilities consisted primarily of accounts payable and accrued liabilities of $174,916, accrued compensation of $1,731,750, due to officers shareholders of $21,235, accrued interest of $5,981, notes payable of $74,302 and derivative liability of $138,555 for total current liabilities of $1,786,638. At April 30, 2020, current liabilities consisted of accounts payable and accrued liabilities of $18,330, accrued compensation of $70,000, due to officers shareholders of $9,590 and accrued interest of $825 for a total of $98,745 The increase in our current liabilities to staffing of the company and developing of our product line.

We had negative working capital of $1,769,140 as of April 30, 2021.

Cash flow from Operating Activities

During the year ended April 30, 2021, cash used in operating activities was $193,206 compared to $124,834 for the year ended April 30, 2020. The increase in the amounts of cash used in operating activities was primarily due to the increase operating activities.

Cashflow from Investing Activities

During the Year Ended April 30, 2021, cash used in investing activities was $nil compared to $nil for the Year Ended April 30, 2020.

Cashflow from Financing Activities

During the year ended April 30, 2021, cash provided by financing activity was $193,300 compared to $125,000 provided during the year ended April 30, 2020.





Going Concern

Management has concluded there is substantial doubt about our ability to continue as a going concern. For the year ended April 30, 2021, the Company had a Stockholders Deficit of $1,769,541, raising substantial doubt about the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations.

Bioquest, Corp., markets, packages, and distributes Hemp-CBD based products. . Our mission is to create high end unique content and aggregate all relevant CBD content in the Nutraceutical and Pharmaceutical markets including Medical Grade Products and Immune Health Products CBD. Bioquest Corp. is positioned to generate revenue by acquiring established company and bringing new products to the market, generating immediate revenues. The Company is implementing and marketing to the business-to-business and to direct to consumers' markets. The Company is implementing this plan to achieve profitable and sustainable operations.





21

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

The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs for the next fiscal year and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. For the year ended April 30, 2021, the Company has a net loss of $2,323,962, and if the Company is unable to obtain adequate capital, it could be forced to cease operations.

During the year ended April 30, 2021, Company has net cash used in operating activities of $193,206 as well as stock compensation non-cash expenses of $530,000 and a net loss of $2,323,623 The Company raised $193,300 from financing activities in the year ended April 30, 2021, which resulted in a negative working capital of $1,769,540 as of April 30, 2020. If the Company is unable to raise additional adequate capital, it could be forced to cease operations.





Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and development activities.

Since inception, we have financed our cash flow requirements through issuance of common stock and loans to third parties. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we will need to generate sufficient revenues from sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth.

To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our business model and website, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition, and results of operations.

Off-Balance Sheet Arrangements

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





Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued 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.





Contractual Obligations

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

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