SecProbe.io

April 3, 2020
Thomas Hemingway
Chief Executive Officer
Bioquest Corp
3700 Campus Drive, Suite 206
Newport Beach, CA 92660
Re:Bioquest Corp
Amendment No. 1 to Offering Statement on Form 1-A
Filed March 24, 2020
File No. 024-11151
Dear Mr. Hemingway:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 9, 2020 letter.
Amendment no. 1 to Offering Statement on Form 1-A filed March 24, 2020
Summary, page 2
1.We note your response to prior comment 2.  Please revise to provide support for your
belief that "we can build one of the strongest and most recognizable brands in the
Nutraceutical and Pharmaceutical industry," and that you "will be located throughout the
USA in states that have a US Farm Bill-compliant program."  In that regard we note that
you have no revenues, no marketable products, and your officers and directors do not
appear to have any experience in the CBD space.   We further note that throughout the
offering statement you refer to "our products".  Please revise throughout to clarify
wherever you reference products that you do not currently have any marketable products
and that your products are still in development.

 FirstName LastNameThomas Hemingway
 Comapany NameBioquest Corp
 April 3, 2020 Page 2
 FirstName LastName
Thomas Hemingway
Bioquest Corp
April 3, 2020
Page 2
Condensed Statements of Stockholders' Deficit , page F-4
2.We note from the Condensed Statements of Stockholders Deficit for nine months ended
January 31, 2020, as well as page 29 and throughout the Form 1-A, that you effected a 1-
for-20 reverse stock split on or around October 11, 2019. Please revise all financial
statements presented to reflect the reverse stock split in accordance with ASC 260-10-55-
12 and SAB Topic 4:C.
3.Please explain and reconcile the presentation of "Stock Issuable for Issuance of Notes
Payable" totaling $35,000, with your disclosure in Note 5, page F-8, where you "recorded
stock payable for 35,000 shares with stock compensation expense of $35,000."  Also, tell
us why you believe that recording the transaction prior to the issuance of the shares is
proper.
4.We note you present stock subscriptions in the amount of $30,000. Please add a note to
discuss the terms of these stock subscription arrangements, in particular whether or not the
investor has the right to cancel its subscription and have the consideration refunded.
Condensed Statements of Cash Flows, page F-5
5.We note your presentation of cash provided by the sale, subscription, and issuance of
stock classified as investing activities.  Please tell us the specific guidance in ASC 230
you relied upon in your determination to classify the cash flows associated with the
stock as investing activities.
6.We note your presentation of Stock Issued in Settlement of Debt that provided $27,000 in
cash.  Please explain how the issuance of stock to settle debt provided cash.
            You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology