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June 11, 2024
Thomas Hemingway
Chief Executive Officer
Bioquest Corp.
4750 Campus Drive
Newport Beach, CA 92660
Re:Bioquest Corp.
Offering Statement on Form 1-A
Filed May 15, 2024
File No. 024-12436
Dear Thomas Hemingway:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1.Please provide the disclosure required by Item 1(b) of Part II of Form 1-A.
2.We note that the cover page is unclear with respect to the total amount being offered.
Specifically, you state in the header that you are offering 5,000,000 Units at a price of
$1.00 per Unit; however, you then state in the second sentence below the header that you
are offering 10,000,000 Units at $1.00 per Unit. Please revise to reconcile this
inconsistency.
3.We note that you disclose in Part I, Item 4 of your Form 1-A notification that the proposed
offering involves the resale of securities by affiliates of the issuer. You also refer to "the
sale of common stock by the Selling Shareholders" on page 3 of the offering circular.
With reference to Item 1(d) of Part II of Form 1-A:
•To the extent there is a resale component to this offering, please separately state the
amount of securities offered by selling securityholders on the cover page, and provide
the disclosure required by Item 5(d) in the Distribution section. Alternatively, if there

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is no resale component, please revise your response to Part 1, Item 4 as well as your
disclosure on page 3, or otherwise advise.
•Include a cross-reference on the cover page to the section where the
disclosure required by Item 14 of Part II of this Form 1-A has been provided.
4.Please update the table of high and low bid prices for your common stock appearing on
page ii for the fiscal year ended April 30, 2024, as well as the current bid price.
Summary
Company Overview, page 2
5.We note that your corporate vision is now to "acquire BotMakers AI and its MaxTrades
AI trading analytic technology," and that such acquisition has yet to occur. As such,
please revise here, in Business, and throughout the offering statement wherever
appropriate to distinguish between the business you currently conduct and the business
you intend to conduct in the future.
•Highlight that BioQuest is an early-stage enterprise and has not commenced principal
operations.
•Clearly disclose how you will refer to BioMax, BotMakers AI and its MaxTrades AI
technology when providing disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing.
•Refrain from using terms such as “we” or “our” when describing the activities or
functions of BotMakers and its MaxTrades technology. By way of example only and
not limitation, we note that you refer throughout to "our proprietary algorithms and
advanced technology," "our machine learning models," "our trading tools or trading
analytics," "our proprietary technology, intellectual property and services," "our
current products," "our product lines," "our current service offerings," "our existing
services," "our existing customers," "current users," etc.  Please thoroughly review
and revise throughout to clarify, if true, that you do not currently have any
marketable products or services, nor any users or customers for such products or
services.
•Clarify that BioQuest's future ability, through MaxTrades AI, to provide users with a
machine-learning platform and trading tools is contingent upon the successful
acquisition of BotMakers. If true, disclose as you have on page 8, that you will need
to raise approximately $500,000 in funding in order to finalize the purchase of
BotMakers, and that you cannot guarantee that you will be able to raise adequate
funding in order to acquire BotMakers and then operate BotMakers thereafter in
order to execute your current business plan.
•As appropriate, include risk factor disclosure regarding the risk to your company and
to its investors if the acquisition of BotMakers does not occur.
6.Please revise the Summary and Business to clarify whether, and to what extent,
BotMakers' products and services intended to utilize MaxTrades AI technology are still in
development or remain aspirational. In your revisions, describe material BotMakers

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product and/or service offerings, distinguishing its existing lead products and services, if
any, from products and services it aspires to sell in the future. To the extent key
BotMakers products or services are currently in development, please clarify the
development stage.
7.Here and throughout, please revise all statements inappropriately drafted in the present
tense, and qualify conclusory "will" statements to clarify those aspects of your business
plan and strategy that are currently aspirational. For instance, please note the following
non-exhaustive examples:
•"To distinguish ourselves from competitors, we will highlight the benefits of our
proprietary algorithms and advanced technology..." (page 2)
•"By emphasizing the strength of our machine learning models and their ability to
adapt to changing market conditions, we will position MaxTrades AI as a forward-
thinking and innovative solution for traders seeking an edge in the market." (page 2)
•"[W]e operate in transforming industries." (page 5)
•"We compete with both start-up and established companies." (page 6)
•"The Company cannot be certain that the products that it will be offering will be
appealing..." (page 10)
•"To remain competitive, we must continue to develop new features, integrations, and
capabilities to our products and services." (page 12)
•"Such data, information, and services are made available to our customers or are
integrated for our customers' use..." (page 12)
8.Please remove the reference to "superior" trading recommendations on page 2. In this
regard, we note your lack of operating history in the fintech and trading markets, that both
you and BotMakers appear to be in the early stages of development, and that the
MaxTrades AI trading technology appears to be in the planning and design stage.
Risk Factors, page 4
9.We note that your Chairman and Chief Executive Officer appears to have two current
sources of outside employment with Redwood Investment Group and Pillar Marketing
Group. As appropriate, please include a risk factor disclosing the nature of any conflicts of
interest that exist, or may exist, as a result of Mr. Hemingway's outside business
relationships.
There are doubts about our ability to continue as a going concern., page 4
10.You state that the Company "may not have commitments from third parties for a sufficient
amount of additional capital." If accurate, please revise this disclosure in line with your
disclosure on page 8 that the Company does not have any investors currently committed to
purchasing shares from the Company.
As a development stage company, we have yet to achieve a profit..., page 5
11.Please revise the caption of this risk factor to clarify that you have yet to generate any

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revenues or profit. In the narrative disclosure, remove the reference to competitors having
"a significantly larger user base and revenue stream" as this statement may be read to
imply that you have a current user base or revenue stream. Similarly, revise the references
to "increasing revenue throughout the year" and to "keeping operating expenses below our
revenue levels." In this regard, we note your disclosure on page 2 and elsewhere that you
have generated no revenues.
We have limited operational history in an emerging industry..., page 5
12.Please revise this risk factor to:
•Define the "emerging industry" and "transforming industries" to which you refer.
•Remove or revise your references to having a "limited" or "little" operating
history, as it does not appear that you have any operating history in the fintech or
trading markets. By way of example only, we note the reference to your "lack of
operating history" on page 24.
Our lack of adequate D&O insurance may also make it difficult..., page 6
13.You state that in the future you may be subject to "additional litigation." As such phrase
may be read to imply that you are currently involved in litigation, please tell us and revise
your disclosure to clarify whether the Company is subject to any material litigation. In this
regard, we note your disclosure on page 35 that you are not presently a party to any legal
proceedings that are likely to have a material adverse effect on your business.
We expect to incur substantial expenses to meet our reporting obligations as a public company,
page 6
14.Your risk factor on page 17 states that you will have public company reporting
requirements and may imply that the shares being offered will be registered. Please
remove or revise this risk factor or explain why it is appropriate.
The market price for the common stock is particularly volatile..., page 7
15.Please remove the reference to your "small revenue" in the narrative disclosure for this
risk factor, as it does not appear that you have ever generated any revenues.
Use of Proceeds, page 16
16.With reference to your Use of Proceeds disclosure on page 16, we have the following
comments:
•Please clarify the specific disclosure in the Use of Proceeds table to which footnote 1
relates. Revise pages 16 and 20 to disclose the total amount of the Company's
outstanding debts as of the most recent practicable date, and also disclose the total
amount of offering proceeds expected to be used to reduce or discharge the
Company's indebtedness. Refer to Instruction 6 to Item 6 of Form 1-A.
•Please tell us and revise your disclosures where appropriate to explain why your

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planned use of proceeds in each scenario presented does not contemplate the
allocation of approximately $5 million for the repayment of debt. In this regard, we
note your disclosure on page 2 and elsewhere throughout that on March 21, 2024,
you entered into a letter of intent with BotMakers AI, Inc. (“BotMakers”) and that
you have agreed to issue approximately 100,000,000 shares and to raise $10,000,000
through the sale of equity, "half of which will be used to reduce the Company’s
outstanding debts and the other half to be used as working capital for BotMakers, in
return for 100% of BotMakers shares."
•We note your disclosure on page 20 that your plan for the first 90 days of operations
is to "completely retire the debt owed" to complete the acquisition of BotMakers. We
contrast this with your disclosure on page 2 and elsewhere that under the BotMakers
Agreement you agreed to raise approximately $5 million "to reduce the Company’s
outstanding debts and the other half to be used as working capital for BotMakers..."
Please revise your disclosures in Use of Proceeds, Plan of Operations and elsewhere
throughout to ensure your disclosures in each section are consistent. Refer
to Instruction 4 to Item 6 of Form 1-A.
•Please describe any anticipated material changes in the use of proceeds with respect
to (1) the reduction or elimination of debt and (2) the acquisition of BotMakers if all
of the securities being qualified are not sold. See Instruction 3 to Item 6 of Form 1-A.
•Please tell us and revise your disclosures where appropriate to explain why in each
scenario presented you have allocated $215,000 for "BQST Acquisition Cost." In this
regard, we note that the Letter of Intent filed as Exhibit 6.5 indicates that the parties
initially contemplate an acquisition price for BotMakers AI, Inc. of $250,000.
•Explain the meaning of the line item captioned "12% Contingency" in a footnote or
otherwise.
Dilution, page 17
17.Please provide us with your detailed computation of the line item "net tangible book value
per share, after this offering" assuming the sale of 100%, 75%, 50% and 25% of the
Units offered for sale in this offering.
Business Overview, page 29
18.We note that you have entered into a letter of intent with BotMakers AI, Inc. and further
intend to use part of the proceeds of this offering to acquire BotMakers AI, Inc. Please
provide the BotMakers AI, Inc. financial statements and pro forma financial statements in
an amended filing or tell us why these statements are not required. Refer to paragraph
(b)(7)(iii)-(iv) of Part F/S of Form 1-A.
Business, page 29
19.Please revise your discussion in this section and throughout to clarify the principal
market(s) for products and services in which you are planning to compete. Refer to Item
7(a)(1)(i) of Form 1-A. In this regard, we note you reference the "investment information

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services and legal and regulatory information markets," the "global AI in Fintech market"
and "global forex trading market" on pages 11 and 34, respectively. Additionally, please
revise your discussion of your addressable market size on page 34 to:
•Disclose the estimated addressable market for the "investment information services
and legal and regulatory information markets," or otherwise advise;
•Revise your statements regarding the size of the "global AI in Fintech market" and
"global forex trading market" on page 34 revise to clarify whether you intend to offer
potential products and/or services globally or whether you currently intend to provide
products in certain jurisdictions that represent only a fraction of that market figure. If
so, revise to disclose your total addressable market size with greater specificity.
•Balance your statements regarding the size of the "global AI in Fintech market" and
"global forex trading market" on page 34 by disclosing that you do not currently have
any products or services to offer in these markets. If true, state that your ability to
enter these markets is currently contingent upon the acquisition of BotMakers.
Regulation, page 34
20.Please update your disclosure to reflect the state of the current regulatory environment for
the industry in which you propose to operate.
The Trading Industry, page 34
21.Please revise to disclose the basis for the following statement: "MaxTrades AI is well
positioned to capitalize on this trend by offering a unique and cutting-edge solution that
leverages advanced algorithms and data analysis to provide users with valuable insights
and profitable trading opportunities." In this regard, it is unclear from your disclosure that
BotMakers currently has any marketable products or services that utilize MaxTrades AI
technology. Rather, it appears from your disclosure on pages 2, 23, and 29 that such
products and/or services are still "being designed" and "planned."
Director Independence, page 40
22.We note your references to Nasdaq rules throughout this section. Please revise to make
clear that the company's shares are not listed on any Nasdaq market and, as such,
shareholders will not b