SEC – ‘UPLOAD’ from 11/17/20 re: Bioquest Corp. – ‘TEXT-EXTRACT’

On:  Tuesday, 11/17/20, at 2:13pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-20-10992

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    10K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

 November 17, 2020

Thomas Hemingway                                                  
Chief Executive Officer                                           
Bioquest Corp                                                     
3700 Campus Drive, Suite 206                                      
Newport Beach, CA 92660                                           

                                                 Re: Bioquest Corp
                                                          Offering Statement
on Form 1-A                                                                     
                                                         Filed October 21,
2020                                                                            
                                                          File No. 024-11348

Dear Mr. Hemingway:                                               

           We have reviewed your offering statement and have the following
comments. In some of                                                            
   our comments, we may ask you to provide us with information so we may
better understand your                                                          
disclosure.                                                       

             Please respond to this letter by amending your offering statement
and providing the                                                               
     requested information. If you do not believe our comments apply to your
facts and                                                                       
      circumstances or do not believe an amendment is appropriate, please tell
us why in your                                                                  
    response. After reviewing any amendment to your offering statement and
the information you                                                             
     provide in response to these comments, we may have additional comments.

Offering Statement on Form 1-A                                    

The Offering, page 4                                              

1.                                                   Please revise the    
disclosure to clarify that the selling shareholders will offer their shares at  
                                                      a fixed price of $2.00
per share.                                                                      
     There are doubts about our ability to continue as a going concern, page
5                                                                               

 2.                                                   You state in this risk
factor that you had minimal revenues for the year ended April 30,               
                                                     2020; however it does
not appear that you have generated any revenues. Please revise in               
                                                    this risk factor and
throughout the offering statement where you indicate you have                   
                                                   generated revenues.
Thomas Hemingway                                                              
FirstName LastNameThomas Hemingway                                              
Bioquest Corp                                                                   
Comapany 17,                                                                    
November  NameBioquest                                                          
2020       Corp                                     
November                                                                        
Page 2    17, 2020 Page 2                                                       
FirstName LastName                                                              
Outstanding Equity Awards at Fiscal Year-End, page 45                           

3.       We note the statement that no executive officer received any equity    
awards, which                                                                   
    appears to be inconsistent with the descriptions of the employment
agreements on pages                                                             
35 and 36. Please reconcile.                                  
General                                                                         

4.       We note the disclose in Footnote 8 to the financial statements that    
the Company issued                                                              
 60,000 shares of unrestricted common stock through the use of a
Qualified Regulation A                                                          
 Offering. Please revise Part I, Item 6 and to reflect the prior
offering.                                                                       
       We will consider qualifying your offering statement at your request. If
a participant in                                                                
your offering is required to clear its compensation arrangements with FINRA,    
please have                                                                     
FINRA advise us that it has no objections to the compensation arrangements      
prior to                                                                        
qualification.                                                                  

     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff. We also remind you that, following qualification of your   
Form 1-A, Rule 257                                                              
of Regulation A requires you to file periodic and current reports, including a  
Form 1-K which                                                                  
will be due within 120 calendar days after the end of the fiscal year covered   
by the report.                                                                  

You may contact Tracie Mariner at 202-551-3744 or Lynn Dicker at  
202-551-3616 if you                                                             
have questions regarding comments on the financial statements and related       
matters. Please                                                                 
contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with    
any other                                                                       
questions.                                                                      

                                                    Sincerely,

                                                     Division of
Corporation Finance                                                             
                                                        Office of Life
Sciences                                                                        
cc:      Andrew Coldicutt, Esq.                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		11/17/20		UPLOAD
		10/21/20		1-A,  1-A-W,  1-A/A,  UPLOAD
		4/30/20		UPLOAD
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