Company Quick10K Filing
Quick10K
Quest Management
10-Q 2018-04-30 Quarter: 2018-04-30
10-Q 2018-01-31 Quarter: 2018-01-31
10-K 2017-10-31 Annual: 2017-10-31
10-Q 2017-07-31 Quarter: 2017-07-31
10-Q 2017-04-30 Quarter: 2017-04-30
10-Q 2017-01-31 Quarter: 2017-01-31
10-K 2016-10-31 Annual: 2016-10-31
10-Q 2016-07-31 Quarter: 2016-07-31
10-Q 2016-04-30 Quarter: 2016-04-30
10-Q 2016-01-31 Quarter: 2016-01-31
10-K 2015-10-31 Annual: 2015-10-31
10-Q 2015-07-31 Quarter: 2015-07-31
10-Q 2015-04-30 Quarter: 2015-04-30
10-Q 2015-01-31 Quarter: 2015-01-31
SSWH Sansal Wellness Holdings 42
PTGEF Portage Biotech 25
CRMZ Creditriskmonitor Com 24
DNO United States Short Oil Fund 9
PTOI Plastic2Oil 4
ALN American Lorain 1
KLDK Global House Holdings 0
GBBT Global Boatworks Holdings 0
ALTD Altitude International 0
GPLB Green Planet Bio Engineering 0
QUEST 2018-04-30
Item 1. Financial Statements
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Item 2. Management's Discussion and Analysis or Plan of Operation.
Item 4. Controls and Procedures.
Part II. Other Information
Item 5. Other Information
Item 6. Exhibits.
EX-31.1 quest_ex311.htm
EX-31.2 quest_ex312.htm
EX-32.1 quest_ex321.htm
EX-32.2 quest_ex322.htm

Quest Management Earnings 2018-04-30

QUEST 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 quest_10q.htm FORM 10-Q quest_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

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

 

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2018

 

Commission file number 333-201215

 

QUEST MANAGEMENT INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

1 Kalnu iela

Malta, LV-4630, Latvia

(Address of principal executive offices, including zip code.)

 

(702) 442-0956

(Telephone number, including area code)

 

Check whether the issuer (1) 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 last 90 days. YES x 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 x NO ¨

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-Accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

Emerging growth company

x

 

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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 61,055,120 shares as of June 19, 2018

 

 
 
 
 

 

ITEM 1. FINANCIAL STATEMENTS

 

QUEST MANAGEMENT INC.

 

(A Development Stage Company)

 

Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

(Audited)

 

 

 

As at April 30,

2018

 

 

As at October 31, 2017

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$ 5,304

 

 

$ 1,640

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

5,304

 

 

 

1,640

 

 

 

 

 

 

 

 

 

 

Fixed Assets

 

 

 

 

 

 

 

 

Property (Net)

 

 

7,222

 

 

 

7,321

 

 

 

 

 

 

 

 

 

 

Total Fixed Assets

 

 

7,222

 

 

 

7,321

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 12,526

 

 

$ 8,961

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

 

-

 

 

 

-

 

Promissory Note Payable

 

 

1,605

 

 

 

1,605

 

Accrued Interest (Promissory Note Payable)

 

 

357

 

 

 

325

 

Loan Payable - Related Party

 

 

4,066

 

 

 

4,066

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

6,028

 

 

 

5,996

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, ($0.001 par value, 750,000,000 shares

 

 

 

 

 

 

 

 

authorized; 61,055,120 shares issued and outstanding

 

 

 

 

 

 

 

 

as of April 30, 2018 and October 31, 2017

 

$ 20,000

 

 

$ 20,000

 

Additional Paid-In Capital

 

 

39,000

 

 

 

39,000

 

Net profit/ (loss) accumulated during development stage

 

 

(52,502 )

 

 

(56,034 )

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

6,498

 

 

 

2,966

 

Total Liabilities &

Stockholders' Equity

 

$ 12,526

 

 

$ 8,961

 

 

See Notes to Financial Statements

 

 
2
 
 

 

QUEST MANAGEMENT INC.

(A Development Stage Company)

Statements of Operations (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 12,

 

 

 

 

 

 

 

 

 

 

 

 2014

 

 

 

Three Months

Ended

 

 

Three Months

Ended

 

 

Six Months

Ended

 

 

Six Months

Ended

 

 

(inception)

through

 

 

 

April 30,

2018

 

 

April 30,

2017

 

 

April 30,

2018

 

 

April 30,

2017

 

 

April 30,

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merchandise Sales

 

$ 10,893

 

 

$ 8,967

 

 

$ 22,668

 

 

$ 21,499

 

 

$ 257,801

 

Cost of Goods Sold

 

 

(7,040 )

 

 

(5,659 )

 

 

(13,880 )

 

 

(18,287 )

 

 

(214,080 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

3,853

 

 

 

3,307

 

 

 

8,788

 

 

 

3,212

 

 

 

43,721

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administration

 

 

3,669

 

 

 

2,941

 

 

 

5,125

 

 

 

14,619

 

 

 

80,327

 

Interest Expense

 

 

16

 

 

 

-

 

 

 

32

 

 

 

-

 

 

 

357

 

Depreciation

 

 

49

 

 

 

49

 

 

 

99

 

 

 

99

 

 

 

693

 

Research & Development

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

 

3,735

 

 

 

2,990

 

 

 

5,256

 

 

 

14,718

 

 

 

96,223

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$ 119

 

 

$ 317

 

 

$ 3,533

 

 

$ (11,506 )

 

$ (52,502 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Basic and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted share

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

 

 

(0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Common Shares outstanding

 

 

61,055,120

 

 

 

61,055,120

 

 

 

61,055,120

 

 

 

61,055,120

 

 

 

 

 

 

See Notes to Financial Statements

 

 
3
 
 

 

QUEST MANAGEMENT INC.

(A Development Stage Company)

Statements of Cash Flows (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 12,

 

 

 

 

 

 

 

 

 

2014

 

 

 

Six Months 

 

 

Six Months

 

 

(inception)

 

 

 

Ended

 

 

Ended

 

 

through

 

 

 

April 30,

2018

 

 

April 30,

2017

 

 

April 30,

2018

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$ 3,533

 

 

$ (11,506 )

 

$ (52,502 )

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

 

 

 

provided by / (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

 

-

 

 

 

(5,000 )

 

 

-

 

Accrued Interest - Promissory Note Payable

 

 

32

 

 

 

-

 

 

 

357

 

Promissory Note Payable

 

 

-

 

 

 

1,605

 

 

 

1,605

 

Loan Payable - Related Party

 

 

-

 

 

 

-

 

 

 

4,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

 

3,565

 

 

 

(14,901 )

 

 

(46,474 )

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

 

-

 

 

 

-

 

 

 

(7,915 )

Depreciation

 

 

99

 

 

 

99

 

 

 

693

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

 

99

 

 

 

99

 

 

 

(7,222 )

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

-

 

 

 

15,000

 

 

 

59,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

-

 

 

 

15,000

 

 

 

59,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

3,664

 

 

 

198

 

 

 

5,304

 

Cash at beginning of period

 

 

1,640

 

 

 

301

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$ 5,304

 

 

$ 499

 

 

$ 5,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during year for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Taxes

 

$ -

 

 

$ -

 

 

$ -

 

 

See Notes to Financial Statements

 

 
4
 
 

 

QUEST MANAGEMENT INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

 

Note 1

ORGANIZATION AND BASIS OF PREPARATION

 

Quest Management Inc. (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on October 12, 2014 for the purpose of the development of marketing channels to distribute fitness equipment to the wholesale market in the US.

 

The Company has a year end of October 31st.

 

The Company is a development stage company as defined by the Financial Accounting Standards Board's Accounting Standards Codification Topic 915 related to Development Stage Entities. The Company qualifies as a development stage company as it has not generated significant revenues from operations.

 

Note 2

SIGNIFICANT ACCOUNT POLICIES

 

2.1 Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.

 

2.2 Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

2.3 Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2018.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

 
5
 
 

 

QUEST MANAGEMENT INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

 

2.4 Cash & Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

2.5 Revenue Recognition

The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred, the price is fixed or determinable, and collection of any resulting receivable is reasonably assured. Costs and expenses are recognized during the period in which they are incurred. Any revenues earned include sales of our exercise equipment. The Company recognizes these sales once delivery time is confirmed by the customer.

 

2.6 Cost of Sales

Amounts that will be recorded as cost of sales relate to direct expenses incurred in order to fulfill orders of our products. Such costs are recorded and allocated as incurred. Our cost of sales will consist primarily of the cost of product, packaging/labeling costs and shipping expenses.

 

2.7 Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

2.8 Income Taxes

The Company follows the guidance of the Financial Accounting Standards Board's Accounting Standards Codification Topic 740 related to Income Taxes. According to Topic 740, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year-end.

 

For federal income tax purposes, substantially all expenses incurred prior to the commencement of operations must be deferred and then they may be written off over a 180-month period. Tax deductible losses can be carried forward for 20 years until utilized for federal tax purposes. The Company will provide a valuation allowance in the full amount of the deferred tax assets since there is no assurance of future taxable income.

 

 
6
 
 

  

QUEST MANAGEMENT INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

 

The Company utilizes the Financial Accounting Standards Board's Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Taxes clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company's policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at April 30, 2018.

 

Note 3

RECENT ACCOUNTING PRONOUNCEMENT

 

The Company has adopted all recent accounting pronouncements as applicable and will continue to review and adopt those applicable as released within the timeframe required.

 

Note 4

CONCENTRATIONS

 

Initial sales are concentrated with one client. Sales are made without collateral, and the credit-related losses are insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts.

 

Note 5

FIXED ASSETS

 

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the year of receipt. Capital work- in progress is stated at cost.

 

Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

 

 
7
 
 

 

QUEST MANAGEMENT INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

 

Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.

 

We purchased our principal executive offices at 1 Kalnu iela, Malta, LV-4630 Latvia, on October 30, 2014 for $7,915. 

 

The Company depreciates its property using straight-line depreciation over the estimated useful life of 40 years.

 

For the three months ended April 30, 2018 the company recorded $49 in depreciation expense. From inception (October 12, 2014) through April 30, 2018 the company has recorded a total of $693 in depreciation expense.

 

Note 6

LOAN PAYABLE - RELATED PARTY

 

The Director and President of the Company has loaned the company for operations from time to time on need basis. The balance as of April 30, 2018 of $4,066 is being carried as a loan payable. The loan is non-interest bearing, unsecured and payable upon demand.

 

Note 7

PROMISSORY NOTE PAYABLE

 

On May 31, 2016, the Company issued a Convertible Promissory Note in the principal amount of $16,605 to Peak Marine Holdings LLC, a Florida limited liability company (“Peak”). This Convertible Promissory Note (the “Note”) was issued in consideration of advances and loans made by Peak to the Company.

 

Pursuant to the terms of the Note, the holder has the right to convert any portion of the principal amount thereof at the par value of the Company’s common stock. The holder also has the right to assign any portion of the Note, or assign the shares to be issued upon any conversion of the Notes, to other parties. During the month of December 2016, Peak sold all its interest in the Note to five (5) independent third parties (the “Holders”).

 

During the month of January 2017, the Holders provided notices of election to convert a total of $15,000 of the Note into shares, which totaled 15,000,000 shares of common stock. The remaining balance on the Note is $1,605.

 

To date the Company has recorded $357 in accrued interest payable on the Note.

 

 
8
 
 

 

QUEST MANAGEMENT INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

 

Note 8

COMMON STOCK AND ISSUANCE

  

The Company has authorized 750,000,000 common shares at $0.001 par value, of which 61,055,120 shares are issued and outstanding as of April 30, 2018.

 

4,000,000 shares were issued to our sole director for $4,000 on October 17, 2014.

 

The Company’s Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission to register 2,000,000 shares of common stock was declared effective on February 25, 2015. During March 2015, the company sold a total of 1,000,000 shares of common stock to 30 independent shareholders, pursuant to the Registration Statement, at a price of $.04 per share for total proceeds of $40,000.

 

500,000 shares were issued to our sole director for services on February 1, 2016.

 

On February 2, 2016, Quest Management Inc. (the "Company") filed Articles of Amendment with the Nevada SOS whereby it authorized a forward split at a ratio of ten-for-one share (10:1) of the Company's issued and outstanding shares of Common Stock. The Company also increased the authorized number of shares of Common Stock from 75,000,000 shares to 750,000,000 at a par value of $0.001.

 

On February 10, 2016, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting the forward split at a ratio of ten-for-one share be effected in the market on February 22, 2016.

 

On October 7, 2016, the Company filed Articles of Amendment to its Articles of Incorporation with the Nevada Secretary of State whereby it amended its Articles of Incorporation by decreasing the Company’s total issued and outstanding shares of common stock by conducting a reverse split of such shares at the rate of one (1) share for every one thousand (1,000) shares issued and outstanding. The reverse split resulted in the balance of 55,120 shares of issued and outstanding shares, including 120 shares issued in lieu of fractional shares.

 

46,000,000 shares were issued to our sole director for services on December 8, 2016.

 

During the month of January 2017, the Holders of a Promissory Note (see Note 7) provided notices of election to convert a total of $15,000 of the Note into shares, which totaled 15,000,000 shares.

 

Note 9

INCOME TAXES

 

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

 
9
 
 

 

QUEST MANAGEMENT INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. There was no income tax expense for the years ended October 31, 2017 and 2016. The rate was as follow;

 

Federal

 

 

34 %

State

 

 

5 %

 

 

 

39 %

 

The significant components of deferred tax assets and liabilities are as follows:

 

 

 

OCTOBER 31,

 

 

OCTOBER 31,

 

 

FROM INCEPTION (OCTOBER 12, 2014) TO OCTOBER 31,

 

 

 

 2017

 

 

 2016

 

 

 2017

 

Deferred tax assets

 

 

 

 

 

 

 

 

 

Net operating losses

 

$ -

 

 

$ (14,283 )

 

$ (56,034 )

Deferred tax liability

 

 

 

 

 

 

 

 

 

 

 

 

Net deferred tax assets

 

$ -

 

 

$ 5,570

 

 

$ 21,853

 

Less valuation allowance

 

$ -

 

 

$ (5,570 )

 

$ (21,853 )

Deferred tax asset - net valuation allowance

 

$ -

 

 

$ -

 

 

$ -

 

 

Note 10

RELATED PARTY TRANSACTIONS

 

On October 17, 2014, 4,000,000 shares of the Company’s common stock were issued to our sole director for $4,000. On February 1, 2016, 500,000 shares were issued to our sole director for services. On December 8, 2016, 46,000,000 shares were issued to our sole director for services. The director currently holds 46,045,000 shares of our common stock.

 

The Director and President of the Company has loaned the company operating funds from time to time. The balance as of April 30, 2018 of $4,066 is being carried as a loan payable. The loan is non-interest bearing, unsecured and payable upon demand.

 

The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.

 

Note 11

LEGAL MATTERS

 

The Company has no known legal issues pending.

 

 
10
 
 

 

QUEST MANAGEMENT INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

 

Note 12

GOING CONCERN

 

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

 

The Company had limited operations during the period from October 12, 2014 (date of inception) to April 30, 2018 with a net loss of $52,502. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.

 

Management has funded operations of the Company through the proceeds from its offering pursuant to a Registration Statement on Form S-1, private placements of restricted securities or the issuance of stock in lieu of cash for payment of services until such a time as profitable operation are achieved. There are no written agreements in place for such funding or issuance of securities and there can be no assurance that such will be available in the future. Management believes that this plan provides an opportunity for the Company to continue as a going concern.

 

The failure to achieve the necessary levels of profitability or obtaining additional funding would be detrimental to the Company.

 

Note 13

SUBSEQUENT EVENTS

 

The Company has evaluated events subsequent through the date these financial statements have been issued, June 19, 2018, to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.

 

 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States dollars ($US) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this report, unless otherwise specified, all references to "common stock" refer to the common shares in our capital stock.

 

As used in this quarterly report, the terms "we", "us", "our", “Quest" and “Quest Management” mean Quest Management Inc., unless the context clearly requires otherwise.

 

Results of Operations

 

Our total assets at April 30, 2018 were $12,526, which was comprised of $5,304 cash in the bank and $7,222 (net) in property. We currently anticipate that our legal and accounting fees over the next 12 months as a result of being a reporting company with the SEC, and will be approximately $9,000 per year.

 

We received the initial equity funding of $4,000 from our sole officer and director who purchased 4,000,000 shares of our common stock at $0.001 per share.

 

The Company’s Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission to register 2,000,000 shares of common stock was declared effective on February 25, 2015. During March 2015 the company sold a total of 1,000,000 shares of common stock to 30 independent shareholders, pursuant to the Registration Statement, at a price of $.04 per share for total proceeds of $40,000. The offering has been closed.

 

500,000 shares were issued to our sole director for services on February 1, 2016.

 

On February 2, 2016, Quest Management Inc. (the "Company") filed Articles of Amendment with the Nevada SOS whereby it authorized a forward split at a ratio of ten-for-one share (10:1) of the Company's issued and outstanding shares of Common Stock. The Company also increased the authorized number of shares of Common Stock from 75,000,000 shares to 750,000,000 at a par value of $0.001.

 

On February 10, 2016, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting the forward split at a ratio of ten-for-one share be affected in the market on February 22, 2016.

 

On October 7, 2016, the Company filed Articles of Amendment to its Articles of Incorporation with the Nevada Secretary of State whereby it amended its Articles of Incorporation by decreasing the Company’s total issued and outstanding shares of common stock by conducting a reverse split of such shares at the rate of one (1) share for every one thousand (1,000) shares issued and outstanding. The reverse split resulted in the balance of 55,120 shares of issued and outstanding shares, including 120 shares issued in lieu of fractional shares.

 

46,000,000 shares were issued to our sole director for services on December 8, 2016.

 

During the year October 31, 2017, the Company issued a Convertible Promissory Note in the principal amount of $16,605 to Peak Marine Holdings LLC, a Florida limited liability company (“Peak”). This Convertible Promissory Note (the “Note”) was issued in consideration of advances and loans made by Peak to the Company.

 

Pursuant to the terms of the Note, the holder has the right to convert any portion of the principal amount thereof at the par value of the Company’s common stock. The holder also has the right to assign any portion of the Note or assign the shares to be issued upon any conversion of the Notes, to other parties. During the month of December 2016, Peak sold all its interest in the Note to five (5) independent third parties (the “Holders”).

 

During the month of January 2017, the Holders provided notices of election to convert a total of $15,000 of the Note into shares, which totaled 15,000,000 shares of common stock. The remaining balance on the Note at April 30, 2018 is $1,605.

 

 
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Our revenues for the three months ended April 30, 2018 and 2017 was $10,893 and $8,967, respectively. Our cost of goods sold for the three months ended April 30, 2018 and 2017 was $7,040 and $5,659 resulting in gross profit of $3,853 and $3,307, respectively. Our operating expenses for the three months ended April 30, 2018 and 2017 were $3,735 and $2,990 resulting in net income of $119 and $317, respectively.

 

Our revenues for the six months ended April 30, 2018 and 2017 was $22,668 and $21,499, respectively. Our cost of goods sold for the six months ended April 30, 2018 and 2017 was $13,880 and $18,287 resulting in gross profit of $8,788 and $3,212, respectively. Our operating expenses for the six months ended April 30, 2018 and 2017 were $5,256 and $14,718 resulting in net income (loss) of $3,533 and $(11,506), respectively.

 

As of April 30, 2018, there is a total of $4,066 in a loan payable that is owed by the company to its officer and director for expenses that he has paid on behalf of the company. The loan payable is interest free and payable on demand.

  

The following table provides selected financial data about our Company for the period from the date of incorporation through April 30, 2018. For detailed financial information, see the financial statements included in this report.

 

Balance Sheet Data:

 

4/30/2018

 

 

 

 

 

Cash

 

$ 5,304

 

Total assets

 

$ 12,526

 

Total liabilities

 

$ 6,028

 

Stockholder’s equity

 

$ 6,498

 

 

Plan of Operation for the next 12 months

 

Our cash balance is $5,304 as of April 30, 2018. We do not believe that our cash balance is sufficient to fund our limited levels of operations beyond one year’s time unless additional revenues are generated.

 

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we generate additional revenue sufficient to maintain operations or obtain additional capital to pay our bills. There is no assurance we will ever reach that stage.

 

Over the next twelve months we plan to engage in the following activities to expand our business operations if revenues will support the expense:

 

Website Design

 

$ 5,000

 

Advertising

 

$ 15,000

 

Trade Shows/Travel

 

$ 5,500

 

Accounting/Auditing & Legal

 

$ 12,500

 

Office & Administration

 

$ 1,000

 

Working Capital

 

$ 1,000

 

 

 

 

 

 

Total Expenses

 

$ 40,000

 

 

 
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Website design: This will include the cost of further developing our web site and Search Engine Optimization.

 

Advertising: This will include advertising our products in different venues including the web, industry specific magazines that are of interest to our target market.

 

Trade Shows: We plan on attending at least one trade show per year, the costs associated with this include booth rental, travel and meals.

 

Accounting/Auditing & Legal: Expenses for accounting will go primarily toward the preparation of financial statements. Expenses for auditing will go to our auditor for our year end audits and quarterly reviews. Expenses for legal fees will go primarily to our lawyer to ensure that all our filings are in order and we are in compliance with different regulatory authorities.

 

Office and Administration: This will be the cost of purchasing small office equipment such as a computer, printer/scanner/copier/fax, expenses such as telephone, electricity, office supplies, etc.

 

Working Capital: Items not accounted for elsewhere or that are difficult to predict such as bank fees, entertainment, software products and office equipment.

 

Liquidity and Capital Resources

 

At April 30, 2018 the Company had $5,304 in cash and there were outstanding liabilities of $6,028. Our director has agreed, verbally, to continue to loan the company funds for operating expenses in a limited scenario, but he has no legal obligation to do so.

 

Off-Balance Sheet Arrangements

 

We do not have 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 that is material to investors.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30, 2018.

 

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Changes in Internal Controls over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended April 30, 2018, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

 

 
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PART II. OTHER INFORMATION

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS.

 

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-201215, at the SEC website at www.sec.gov:

 

Exhibit No.

 

Description

3.1

Articles of Incorporation*

3.2

Bylaws*

31.1

Sec. 302 Certification of Principal Executive Officer

31.2

Sec. 302 Certification of Principal Financial Officer

32.1

Sec. 906 Certification of Principal Executive Officer

32.2

Sec. 906 Certification of Principal Financial Officer

101

 

Interactive data files pursuant to Rule 405 of Regulation S-T

 

 
15
 
 

 

SIGNATURES

 

Pursuant to 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 thereunto duly authorized.

 

 

Quest Management Inc.

Registrant    

 

 

 

Date June 19, 2018

By: /s/ Dmitrij Ozolins

 

 

Dmitrij Ozolins

 
   

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer & Sole Director)

 
       

  

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