The accompanying footnotes are an integral part of
these unaudited condensed financial statements.
The accompanying footnotes are an integral part of
these unaudited condensed financial statements.
The accompanying footnotes are an integral part of
these unaudited condensed financial statements.
Notes to Condensed Unaudited Financial Statements
January 31, 2021 and October 31, 2020
NOTE 1- Business, Basis of Presentation and Significant Accounting Policies
Nature of Operations
Quest Management, Inc. (“Quest” or the
“Company”) was incorporated in the State of Nevada on October 12, 2014. Quest originally intended to engage in the business
of development of marketing channels to distribute fitness equipment to the wholesale market in the United States. The Company is currently
for acquisition candidates that would bring operations, profitability and cash flows to the Company.
Basis of Presentation
The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
The Financial Statements and related disclosures as of October 31, 2020 & 2019 are audited pursuant to the rules and regulations of
the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Quest
Management,” “we,” “us,” “our” or the “Company” are to Quest Management Inc.
Cash and Cash Equivalents
The Company considers all highly liquid investments
purchased with original maturities of three months or less to be cash equivalents.
Stock-based Compensation
The Company records stock-based compensation in accordance
with ASC 718, Compensation - Stock Based Compensation which requires the measurement and recognition of compensation expense based
on grant date fair values for all share-based awards made to third parties, employees and directors, including stock options. Effective
January 1, 2019, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based
Payment Accounting.
ASC 718 requires companies to estimate the fair value
of share-based awards to employees and directors on the date of grant using an option-pricing model. The Company uses the Black-Scholes
option-pricing model as its method of determining fair value. This model is affected by the Company's stock price as well as assumptions
regarding a number of subjective variables. These subjective variables include, but are not limited to the Company's expected stock price
volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of
the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.
Upon the adoption of ASU 2018-07, the Company measures
the fair value of equity instruments for non-employee payment awards on the grant date.
Long-lived Assets
Long-lived assets are stated at cost. Maintenance
and repairs are expensed as incurred. Depreciation is determined using the straight-line method over the estimated useful lives of the
assets, which is five years.
Where an impairment of a property’s value is
determined to be other than temporary, impairment for the estimated potential loss is recorded to adjust the property to its net realizable
value.
When items of building or equipment are sold or retired,
the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations.
The Company does not have any long-lived tangible assets, which are considered to be impaired as of January 31, 2021 and October 31,
2020.
8
QUEST MANAGEMENT, INC.
Notes to Condensed Unaudited Financial Statements
January 31, 2021 and October 31, 2020
NOTE 1- Business, Basis of Presentation and Significant Accounting
Policies (continued)
Long-lived Assets (continued)
The Company applies the provisions of ASC 360-10,
Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360-10 addresses accounting and reporting for impairment
and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance
with ASC 360-10. ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.
In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets.
Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost
of disposal.
Intangible Assets
Goodwill and intangible assets are reviewed for potential
impairment in accordance with ASC 350, Intangibles - Goodwill and Other, whenever events or circumstances indicate that their carrying
amounts may not be recoverable. The Company had no such intangibles at January 31, 2021 and October 31, 2020, and recorded no impairment
losses during the three months ended January 31, 2021 and the year ended October 31, 2020, respectively.
Revenue Recognition
The Company applies ASC 606, Revenue from Contracts
with Customers. Under ASC 606, the Company will recognize revenue from the sale of our exercise equipment by applying the following
steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction
price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue as each performance
obligation is satisfied.
Advertising
Advertising costs are expensed as incurred. Advertising expenses
for the three months ended January 31, 2021 and the year ended October 31, 2020 were $0.
Fair Value of Financial Instruments
The Company adopted ASC 820, Fair Value Measurements
and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined 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. The standard also expands disclosures about
instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be
used to measure fair value:
Level 1 — Quoted prices for identical assets
and liabilities in active markets;
Level 2 — Quoted prices for similar assets and
liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 — Valuations derived from valuation
techniques in which one or more significant inputs or significant value drivers are unobservable.
9
QUEST MANAGEMENT, INC.
Notes to Condensed Unaudited Financial Statements
January 31, 2021 and October 31, 2020
NOTE 1- Business, Basis of Presentation and Significant Accounting
Policies (continued)
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America 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 reporting periods. Management makes these estimates using the
best information available at the time the estimates are made; however actual results could differ materially from those estimates.
Emerging Growth Company Critical Accounting Policy Disclosure
The Company
qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging
growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. As an emerging grown company, the Company can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. The Company has chosen to “opt out”
of such extended transition period, and as a result, the Company will comply with new or revised accounting standards on the relevant
dates on which adoption of such standards is required for non-emerging growth companies.
Income Taxes
The Company accounts for income taxes under ASC 740-10-30,
Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more
likely than not that the assets will not be realized. 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 statements of operations in the period that includes the enactment
date.
The Company adopted ASC 740-10-25, which addresses
the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.
Under ASC 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not
that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The
tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater
than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company
had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.
Loss Per Share
Net loss per common share is computed pursuant to
ASC 260-10-45, Earnings Per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares
of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number
of shares of common stock and potentially outstanding shares of common stock during each period, unless their effect is anti-dilutive
due to continuing losses. There were no potentially dilutive shares outstanding as of January 31, 2021 and October 31, 2020, respectively.
Recent Accounting Pronouncements
We do not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of operations or financial position.
10
QUEST MANAGEMENT, INC.
Notes to Condensed Unaudited Financial Statements
January 31, 2021 and October 31, 2020
NOTE 2 – Financial Condition and Going Concern
The Company’s financial statements have been
presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company had limited operations during the period from October 12, 2014 (date of inception) to January
31, 2021 resulted in accumulated deficit of $2,584,222. As of January 31, 2021, Company had working capital deficit of $45,222. These
factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.
Management intends to raise additional operating funds
through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately,
the Company will need to achieve profitable operations in order to continue as a going concern.
There are no assurances that the Company will be able
to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing
through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To
the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the
Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or
if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company it may be
required to curtail its operations.
NOTE 3 – Property and Equipment
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.
This property now has a $0 value after impairment
on October 31, 2018.
The current executive offices are provided without
cost, located at: 797 South First Street Fulton, NY 13069.
NOTE 4 – Notes 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.
At January 31, 2021, the Company has recorded $534
in accrued interest payable on the Note. The interest expense for the three months ended January 31, 2021 and 2020 was $16.
At January 31, 2021, the Company has a Promissory
Note in the principal amount of $6,150 to an LLC. This Promissory Note (the “Note”) was issued in consideration of advances
and loans made by the LLC to the Company.
These loans were for operating expenses of the Company,
due upon demand and have no interest rate.
11
QUEST MANAGEMENT, INC.
Notes to Condensed Unaudited Financial Statements
January 31, 2021 and October 31, 2020
NOTE 5 – Note Payable-Related Party
Directors and President of the Company had loaned
the company for operations from time to time on need basis. Company former director and president loaned the company of $ 4,066 which
was non-interest bearing, unsecured and payable upon demand. As of the year ended, October 31, 2018, the Company had taken a gain on impairment
of this loan, with $4,066 recognized in other income and adjusted loan payable balance to $0. The balance to this loan as of April 30,
2020 is $0.
As of January 31, 2021, loan amount of $11,929
is due to Custodian of the company. The note is non-interest bearing, unsecured and is payable on demand.
These loans were for operating expenses of the
Company, due upon demand and have no interest rate.
NOTE 6 – Income Taxes
The Company adopted the provisions of ASC 740-10
(formerly known as FIN No. 48, Accounting for Uncertainty in Income Taxes). ASC 740-10 clarifies the accounting for uncertainty in income
taxes recognized in a company’s financial statements. ASC 740-10 requires a company to determine whether it is more likely than
not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not
threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The application
of income tax law is inherently complex. Laws and regulation in this area are voluminous and are often ambiguous. As such, we are required
to make many subjective assumptions and judgments regarding the income tax exposures. Interpretations and guidance surrounding income
tax laws and regulations change over time. As such, changes in the subjective assumptions and judgments can materially affect amounts
recognized in the balance sheets and statements of income.
The Company has no unrecognized tax benefit,
which would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit during the
period ended January 31, 2021.
We classify interest and penalties arising from
the underpayment of income taxes in the statement of income under general and administrative expenses. As of January 31, 2021, we had
no accrued interest or penalties related to uncertain tax positions.
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The components of deferred income tax assets (liabilities) at January
31, 2021, were as follows:
Deferred Income Tax Assets (Liabilities)
|
|
|
|
|
|
|
|
|
Balance
|
|
Rate
|
|
Tax
|
Federal loss carryforward
|
|
$
|
2,584,222
|
|
|
|
21
|
%
|
|
$
|
542,687
|
|
Valuation allowance
|
|
|
|
|
|
|
|
|
|
|
(542,687
|
)
|
Deferred tax asset
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
Due to the passage of the “Tax Cuts and
Jobs Act” on December 20, 2017 the rate of the U.S. Federal Income Tax dropped from 34% to 21%, which is a flat percentage tax rate
used for the calculation of the deferred income tax assets.
The new law also changes the rules on NOL carry
forward. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry
forward arising after January 1, 2018, will now be limited to 80 percent of taxable income.
12
QUEST MANAGEMENT, INC.
Notes to Condensed Unaudited Financial Statements
January 31, 2021 and October 31, 2020
NOTE 7 – Capital Changes
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.
NOTE 8 – Contingencies and Commitments
The Company follows ASC 440 & ASC 450, subtopic
450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions
may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved
when one or more future events occur or fail to occur.
The Company assesses such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are
pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any
legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that
it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would
be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate
of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon
information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial
position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect
the Company’s business, financial position, and results of operations or cash flows.
Management of the Company has conducted a diligent
search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates.
The effects of Covid -19 could impact our ability
to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of Covid-19 on companies is evolving
rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s
ability to operate under the going concern. It is highly likely that our company will have issues relating to the current situation that
need to be considered by management. There will be a wide range of factors to take into account in going concern judgments and financial
projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health
of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information
that shows whether there will be sufficient liquidity to continue to meet obligations when they are due.
NOTE 9 – Related Party Transactions
On February 3, 2020, the Custodian as an interim officer
acting on behalf of the Company, appointed Yamilka Veras as President, Director and Sole officer of the Company.
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 incurred a loss of $615,855 from
the debt conversion.
As of January 31, 2021 loan amount of $11,929 is due
to Custodian of the company on a note payable. The note payable is non-interest bearing, unsecured and is payable on demand.
13
QUEST MANAGEMENT, INC.
Notes to Condensed Unaudited Financial Statements
January 31, 2021 and October 31, 2020
NOTE 10 – Legal Matters
On December 2, 2019, one of the Company’s shareholders
made a motion and application to be appointed as custodian of the Company based on prior management abandoning its responsibilities to
continue making filings at the Nevada Secretary of State’s office and for failing to hold a shareholders’ meeting in over
2 years and otherwise failing to keep current in its obligations to the Company. Upon motion and application to the District Court,
Clark County Nevada, the Court granted the shareholder’s request and the shareholder was appointed as custodian for the Company
(“Custodian”).
As Custodian of the Company, the shareholder was
ordered to file an amendment to the Company’s articles of incorporation which was filed in conformity with N.R.S. 78.347(4) and
the shareholder was ordered to have the Company’s charter reinstated in Nevada, to notice and hold a shareholder meeting; to provide
a report to the Court of the actions taken at the shareholder meeting; to identify and name a new registered agent in the State of Nevada;
to reinstate the Company in the State of Nevada; and the Custodian. In addition to the aforementioned items set forth in the Order Appointing
the Custodian, the Custodian was given the power and authority to take any action it deemed reasonable and for the benefit of the Company
and its shareholders. The Custodian is now in the process of meeting all of the requirements set forth in the Court Order and filing
a motion to terminate its services. Upon granting the motion, the Court will issue an Order acknowledging that the Custodian has
performed all of the duties that had been required of it and the management of the Company will revert exclusively to the officers and
directors appointed by the Custodian.
NOTE 11 – Subsequent Events
In accordance with ASC 855-10, the Company has analyzed
its operations subsequent to January 31, 2021 through the date these financial statements were issued and has determined that it does
not have any material subsequent events to disclose in these financial statements.
14
QUEST MANAGEMENT, INC.
Notes to Condensed Unaudited Financial Statements
January 31, 2021 and October 31, 2020