Results of Operations
Our total assets for the year ended October 31, 2020, were $0. Our total assets
for the current year ended October 31, 2021, were $0. We currently anticipate
that our legal and accounting fees and general office expenses over the next 12
months as a result of being a reporting company with the SEC will be
approximately $25,000 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.
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On February 1, 2016, 500,000 shares were issued to our previous sole director
for services.
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 May 13, 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. As of the prior year ended, October 31, 2019, there is $1,605 remaining
in principal on this note and $453 in accrued interest. As of the current year
October 31, 2020, there is $1,605 remaining in principle on this notes and $518
in accrued interest.
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.
On December 8, 2016, 46,000,000 shares were issued to our previous sole director
for services.
On October 31, 2018, the loan payable owed by the company to its previous
officer and director for expenses that were paid on behalf of the company, was
adjusted to a $0 balance. The previous balance of $4,066 for loan payable was
interest free and payable on demand as of July 31, 2018. As of October 31, 2018,
after the Board approval, the Company has taken a gain on impairment of this
loan, with $4,066 recognized in other income and adjusted loan payable balance
to $0.
On February 6, 2020, $4,145 of debt was purchased in the Company in exchange for
200,000,000 shares of common stock issued to a Related Party. The Company
recorded a loss on the conversion of this debt in the amount of $615,855. The
fair market value of the common stock was $.0031 on the date of the conversion.
In the current year ended October 31, 2021, our sales revenue was $0. Our cost
of goods sold for the year ended October 31, 2021, was $0 resulting in a gross
profit of $0. Our operating expenses for the year ended October 31, 2021, were
$40,209 and we had other expenses of $12,905 from debt forgiveness, resulting in
a net loss of $27,304.
In comparison, our sales revenue for the year ended October 31, 2020, was $0.
Our cost of goods sold for the year ended October 31, 2020, was $0 resulting in
a gross profit of $0. Our operating expenses for the year ended October 31,
2020, were $29,446 and we had other expenses of $615,855 from loss from debt
conversion and $64 from interest expense, resulting in a net loss of $645,365.
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The following tables provide selected financial data about our Company for the
period from the date of incorporation through October 31, 2021. For detailed
financial information, see the financial statements included in this report.
Balance Sheet Data: 10/31/2021
Cash $ 0
Total assets $ 0
Total liabilities $ 63,927
Stockholder's equity $ (63,927 )
Plan of Operation for the next 12 months
Our cash balance is $0 as of October 31, 2021. 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:
Accounting/Auditing & Legal $ 25,000
Office & Administration $ 1,000
Working Capital $ 1,000
Total Expenses $ 27,000
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 October 31, 2021, the Company had $0 in cash and there were outstanding
liabilities of $63,927.
At October 31, 2020, the Company had $0 in cash and there were outstanding
liabilities of $36,623.
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. As of the prior year ended October 31, 2020, there is $1,605 remaining in
principle on this note and $453 in accrued interest. As of the current year
October 31, 2021, there is no balance due on this note payable.
During the current fiscal year ended October 31, 2021, the Company issued two
promissory notes totaling $11,000. Additionally, the Company borrowed from a
Related Party $23,093.
The Company will need to borrow money during the next fiscal year to meet its
operating costs.
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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.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and for the
year ended October 31, 2021, we have generated no revenues. We cannot guarantee
we will be successful in our business operations. Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources and possible cost overruns due to price and cost
increases in services and products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
Summary of Significant Accounting Policies:
INCOME TAXES
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.
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 October 31, 2021.
CASH
There was $0 in cash as of the year ended October 30, 2021, and the prior year
ended October 30, 2020.
REVENUE RECOGNITION POLICY
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.
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.
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PROPERTY
Property is stated at historical cost. Cost represents the purchase price of the
asset and other costs incurred to bring the asset into its existing use.
Additions and improvements are capitalized while routine repairs and maintenance
are charged to expense as incurred. Upon sale or disposition, the historically
recorded asset cost and any accumulated depreciation are removed from the
accounts and the net amount less proceeds from disposal is charged or credited
to other income or expense.
NET INCOME (LOSS) PER COMMON SHARE
Basic income (loss) per common share is computed based upon the weighted average
number of common shares outstanding during the period.
USE OF ESTIMATES
The preparation of the 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, 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. Actual results could differ from those estimates and
assumptions.
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