Correspondence 0001493152-24-029633 from Bioquest Corp (BQST) (CIK 0001568628) (BQST)
Bioquest Corp (BQST) (CIK 0001568628)
Date: July 30, 2024 · CIK: 0001568628 · Accession: 0001493152-24-029633
AI Filing Summary & Sentiment
File numbers found in text: 024-12436
Referenced dates: July 15, 2024
Letter
Division of Corporation Finance Office of Life Sciences Offering Statement on Form 1-A Filed May 15, 2024 File No. 024-12436
Re: Bioquest Corp.
Dear Ms. Hamill:
We are in receipt of your letter dated July 15, 2024, setting forth certain comments to the Offering Statement on Form 1-A/A which was filed on July 1, 2024, by BioQuest Corp., a Nevada corporation (the “Company”). In response to your comments, the Company can provide you with the following information in response to your comments:
Amendment No. 1 to Offering Statement on Form 1-A Cover Page
1. We note your response to prior comment 4, which we reissue in part. Please revise to provide the current bid price.
Response: The Company has revised as requested.
Summary
Company Overview, page 2
2. You now disclose that on March 21, 2024, the Company entered into a letter of intent with BotMakers, Inc. wherein the Company agreed, in return for 100% of BotMakers shares, to issue approximately 105,000,000 shares and to raise $10,000,000 through the sale of equity, “part of which will be used to reduce the Company’s outstanding debts and the rest will be used as working capital for BotMakers.” Please revise here and throughout where appropriate to disclose the approximate “part” of the offering proceeds that will be used for the repayment of the Company’s debts and the part that will be used as working capital for BotMakers.
Response: The Company has updated as requested.
3. We note that you have revised prior references to “BotMakers AI, Inc.” and now refer to “BotMakers, Inc.” throughout the offering circular. Please explain to us why you have made these revisions. In this regard, we note that Exhibit 6.5 purports to be a Letter of Intent (LOI) by and between the Company and “BotMakers AI, Inc.”
Response: The Company has revised as follows:
On March 21, 2024, AI Callers, Inc., a yet to be formed company in the AI industry (the “Botmakers”) with a yet to be formed, planned conversational AI subsidiary BotMakers AI, Inc., both to be operated by Ms. Sella Hall, entered into a letter of intent with the Company; wherein, the Company agreed to issue approximately 105,000,000 shares of Common and Preferred Stock and to the raising of $10,000,000 through the sale of equity, $250,000 of which will be used to reduce the BioQuest’s outstanding debts and the rest will be used as working capital for BotMakers, in return for 100% of BotMakers shares (“BotMakers Agreement”). As part of the BotMakers Agreement the Company will be authorizing and designating a class of Preferred Stock that will be issued to BotMakers.
On April 18, 2024, AI Callers, Inc., and BotMakers AI, Inc., were formed as sole proprietorships, by Ms. Sella Hall, in Texas, in order to enter to reserve the names with the intent on becoming conversational AI companies that develop solutions for business and organizations to utilize conversational AI technology. On May 9, 2024, Ms. Hall decided to formally incorporate the name AI Callers, Inc. in Texas. Upon entering into negotiations with BQST the BotMakers name was preferred and presented as a part of AI Callers, Inc. On June 24, 2024, AI Callers, Inc., officially changed its name in Texas to BotMakers, Inc. As of this Offering the final transaction agreement has not been finalized or executed.
4. We note your response to prior comment 7, which we reissue with respect to statements including but not limited to the following:
● “The Company cannot be certain that the planned products that it will be offering will be appealing...” (page 10)
● “To remain competitive, BotMakers in the future must continue to develop new features...” (page 13)
● “We will also begin a nationwide marketing campaign involving...” (page 20)
● “To distinguish ourselves from competitors, BotMakers will work with celebrity influencers...” (page 28)
Response: The Company has updated as requested.
5. Please revise the Summary and Business sections to clarify whether, and to what extent, BotMakers’ products and services intended to utilize “conversational AI technology, analysis and visualization solutions for consumer relations management (“CRM”)” are still in development or remain aspirational. In your revisions, describe current material BotMakers conversational AI/CRM product and/or service offerings in greater detail, and clearly distinguish existing products and services, if any, from products and services it aspires to offer in the future. To the extent key BotMakers products or services you discuss are currently in development, please clarify the development stage.
Response: The Company has clarified as requested.
6. Here and in the Business section, revise to clarify the development status of BotMakers’ conversational AI technology. Describe the scope of the current capabilities of the BotMakers conversational AI tech platform that supports or will support BotMakers’ products and/or services, and clearly distinguish current technological capabilities from future aspirational capabilities. Describe any material steps that will need to be taken to fully develop BotMakers’ platform and technologies. In this regard, we note your disclosure on page 2 that BioQuest, through BotMakers, “wants to” provide users with an innovative AI platform that utilizes voice calling AI, text messaging and chatbots. We also note your disclosure on page 30 that BotMakers intends to add “multi- channel capabilities” to its platform and “anticipates initiation of enhanced conversational AI services with more intuitive call management capabilities in the third quarter of 2024.”
Response: The Company has clarified as requested.
Use of Proceeds, page 16
7. We note your response to prior comment 16, which we reissue in part. Please further revise your disclosure as follows:
● Revise pages 16 and 21 to disclose the total amount of the Company’s outstanding debts as of the most recent practicable date.
● Revise footnote 1 to the table on page 16 to disclose the “portion “of the BQST acquisition cost that will go towards the repayment of the Company’s debts in each scenario presented.
● Also, as we note that this is a best efforts offering with no minimum offering amount, specifically describe any anticipated material changes in the use of proceeds with respect to (1) the reduction or elimination of the Company’s 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.
Response: The Company has updated as requested.
Management’s Discussion and Analysis Plan of Operation for the Next Twelve Months 0-3 Months, page 20
8. We continue to 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.”
● Please revise page 20 to quantify the total amount of debt that must be completely retired to complete the acquisition.
● Further, as we note that this is a best efforts offering with no minimum offering amount, please explain how the Company will allocate offering proceeds as they are received. For example, if true, revise here as well as in the Summary and Use of Proceeds to disclose whether the proceeds will first be allocated to the reduction of the Company’s debts up to the amount required to completely retire such debts. In this regard, we note that your disclosures in Plan of Operations must be consistent with your disclosures in Use of Proceeds and elsewhere throughout. Refer to Instruction 4 to Item 6 of Form 1-A.
Response: The Company has updated as requested.
Business
Description of Business
Business Overview, page 27
9. We note that in response to prior comment 18 requesting that you provide the financial statements of BotMakers AI, Inc., described in the March 21, 2024 Letter of Intent filed as Exhibit 6.5 as a Delaware corporation, you provided the unaudited financial statements of BotMakers, Inc., which you state was formed as a sole proprietorship on April 18, 2024 in Note 1 on page F-16. Please revise the offering circular in the appropriate places throughout to provide clear disclosure regarding the corporate history of the company you hope to acquire, BotMakers, Inc., including how the timeline of such corporate history reconciles with the March 21, 2024 date of the LOI. In your revisions, please also specifically address the following:
● Disclose the identity of the individual that is operating BotMakers, Inc. as sole proprietor, or that was the sole proprietor at the time of its formation.
● Provide greater detail as to the legal status of BotMakers AI, Inc., BotMakers, Inc., and AI Callers, Inc., as well as any relationship between these companies and their officers and directors.
● You state on page F-16 that a Texas corporation called AI Callers, Inc.(“AIC”) was formed on May 9, 2024 and appears to have acquired the business of BotMakers, Inc. on that same date. You then state in two different places on page F- 16 that on June 24, 2024, after the date of the LOI, AIC changed its name to “Botmakers AI, Inc.” and to “BotMakers, Inc.”, respectively. Please revise to eliminate any inconsistency and identify the correct changed name.
● Disclose the status of the March 21, 2024 Letter of Intent. To the extent such letter has been revised since that date, or to the extent a definitive Transaction Agreement has been negotiated and executed, please file any such agreement as an exhibit or tell us why you believe it is not required to be filed.
Response: The Company has revised as requested. the Transaction Agreement has not been completed or executed.
10. Please refrain from using terms such as “we” or “our” when describing the activities or functions of BotMakers and its conversational AI technology. By way of example only and not limitation, we note that you refer to “our CRM to power our cutting-edge Conversational AI Services,” “our tailored AI solutions,” “our Conversational AI services,”etc. You also make statements such as the following: “Through the further development of our conversation AI software, we have the ability to scale our products over time” and “We plan on competing using specific products that we believe meet customer demands...” Please thoroughly review and revise throughout to clarify where you are referring to BotMakers’ services and solutions, and not those of the Company.
Response: The Company has revised as requested.
BotMakers’ Products and Future Products, page 29
11. We note references to BotMakers’ “robust capabilities,” “cutting-edge Conversational AI Services,” and “unique and cutting-edge solutions.” Such statements are seemingly premature given the development stage of BotMakers, Inc. and that the capabilities of its products and services are unproven, particularly in light of your disclosure on page 10 that the conversational AI business for CRM is “speculative.” Please remove or revise these phrases. Please also provide the basis for the following conclusory statements, or otherwise revise:
Show Raw Text
CORRESP
1
filename1.htm
July
30, 2024
Lauren
Hamill, Staff Attorney
Division
of Corporation Finance
Office
of Life Sciences
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
Bioquest
Corp.
Offering
Statement on Form 1-A
Filed May 15, 2024
File
No. 024-12436
Dear
Ms. Hamill:
We
are in receipt of your letter dated July 15, 2024, setting forth certain comments to the Offering Statement on Form 1-A/A which was filed
on July 1, 2024, by BioQuest Corp., a Nevada corporation (the “Company”). In response to your comments, the Company can provide
you with the following information in response to your comments:
Amendment
No. 1 to Offering Statement on Form 1-A Cover Page
1. We
note your response to prior comment 4, which we reissue in part. Please revise to provide
the current bid price.
Response:
The Company has revised as requested.
Summary
Company
Overview, page 2
2. You
now disclose that on March 21, 2024, the Company entered into a letter of intent with BotMakers,
Inc. wherein the Company agreed, in return for 100% of BotMakers shares, to issue approximately
105,000,000 shares and to raise $10,000,000 through the sale of equity, “part of which
will be used to reduce the Company’s outstanding debts and the rest will be used as
working capital for BotMakers.” Please revise here and throughout where appropriate
to disclose the approximate “part” of the offering proceeds that will be used
for the repayment of the Company’s debts and the part that will be used as working
capital for BotMakers.
Response:
The Company has updated as requested.
3. We
note that you have revised prior references to “BotMakers AI, Inc.” and now refer
to “BotMakers, Inc.” throughout the offering circular. Please explain to us why
you have made these revisions. In this regard, we note that Exhibit 6.5 purports to be a
Letter of Intent (LOI) by and between the Company and “BotMakers AI, Inc.”
Response:
The Company has revised as follows:
On
March 21, 2024, AI Callers, Inc., a yet to be formed company in the AI industry (the “Botmakers”) with a yet to be formed,
planned conversational AI subsidiary BotMakers AI, Inc., both to be operated by Ms. Sella Hall, entered into a letter of intent with
the Company; wherein, the Company agreed to issue approximately 105,000,000 shares of Common and Preferred Stock and to the raising of
$10,000,000 through the sale of equity, $250,000 of which will be used to reduce the BioQuest’s outstanding debts and the rest
will be used as working capital for BotMakers, in return for 100% of BotMakers shares (“BotMakers Agreement”). As part of
the BotMakers Agreement the Company will be authorizing and designating a class of Preferred Stock that will be issued to BotMakers.
On
April 18, 2024, AI Callers, Inc., and BotMakers AI, Inc., were formed as sole proprietorships, by Ms. Sella Hall, in Texas, in order
to enter to reserve the names with the intent on becoming conversational AI companies that develop solutions for business and organizations
to utilize conversational AI technology. On May 9, 2024, Ms. Hall decided to formally incorporate the name AI Callers, Inc. in Texas.
Upon entering into negotiations with BQST the BotMakers name was preferred and presented as a part of AI Callers, Inc. On June 24, 2024,
AI Callers, Inc., officially changed its name in Texas to BotMakers, Inc. As of this Offering the final transaction agreement has not
been finalized or executed.
4. We
note your response to prior comment 7, which we reissue with respect to statements including
but not limited to the following:
● “The
Company cannot be certain that the planned products that it will be offering will be appealing...”
(page 10)
● “To
remain competitive, BotMakers in the future must continue to develop new features...”
(page 13)
● “We
will also begin a nationwide marketing campaign involving...” (page 20)
● “To
distinguish ourselves from competitors, BotMakers will work with celebrity influencers...”
(page 28)
Response:
The Company has updated as requested.
5. Please
revise the Summary and Business sections to clarify whether, and to what extent, BotMakers’
products and services intended to utilize “conversational AI technology, analysis and
visualization solutions for consumer relations management (“CRM”)” are
still in development or remain aspirational. In your revisions, describe current material
BotMakers conversational AI/CRM product and/or service offerings in greater detail, and clearly
distinguish existing products and services, if any, from products and services it aspires
to offer in the future. To the extent key BotMakers products or services you discuss are
currently in development, please clarify the development stage.
Response:
The Company has clarified as requested.
6. Here
and in the Business section, revise to clarify the development status of BotMakers’
conversational AI technology. Describe the scope of the current capabilities of the BotMakers
conversational AI tech platform that supports or will support BotMakers’ products and/or
services, and clearly distinguish current technological capabilities from future aspirational
capabilities. Describe any material steps that will need to be taken to fully develop BotMakers’
platform and technologies. In this regard, we note your disclosure on page 2 that BioQuest,
through BotMakers, “wants to” provide users with an innovative AI platform that
utilizes voice calling AI, text messaging and chatbots. We also note your disclosure on page
30 that BotMakers intends to add “multi- channel capabilities” to its platform
and “anticipates initiation of enhanced conversational AI services with more intuitive
call management capabilities in the third quarter of 2024.”
Response:
The Company has clarified as requested.
Use
of Proceeds, page 16
7. We
note your response to prior comment 16, which we reissue in part. Please further revise your
disclosure as follows:
● Revise
pages 16 and 21 to disclose the total amount of the Company’s outstanding debts as
of the most recent practicable date.
● Revise
footnote 1 to the table on page 16 to disclose the “portion “of the BQST acquisition
cost that will go towards the repayment of the Company’s debts in each scenario presented.
● Also,
as we note that this is a best efforts offering with no minimum offering amount, specifically
describe any anticipated material changes in the use of proceeds with respect to (1) the
reduction or elimination of the Company’s 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.
Response:
The Company has updated as requested.
Management’s
Discussion and Analysis Plan of Operation for the Next Twelve Months 0-3 Months, page 20
8. We
continue to 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.”
● Please
revise page 20 to quantify the total amount of debt that must be completely retired to complete
the acquisition.
● Further,
as we note that this is a best efforts offering with no minimum offering amount, please explain
how the Company will allocate offering proceeds as they are received. For example, if true,
revise here as well as in the Summary and Use of Proceeds to disclose whether the proceeds
will first be allocated to the reduction of the Company’s debts up to the amount required
to completely retire such debts. In this regard, we note that your disclosures in Plan of
Operations must be consistent with your disclosures in Use of Proceeds and elsewhere throughout.
Refer to Instruction 4 to Item 6 of Form 1-A.
Response:
The Company has updated as requested.
Business
Description
of Business
Business Overview, page 27
9. We
note that in response to prior comment 18 requesting that you provide the financial statements
of BotMakers AI, Inc., described in the March 21, 2024 Letter of Intent filed as Exhibit
6.5 as a Delaware corporation, you provided the unaudited financial statements of BotMakers,
Inc., which you state was formed as a sole proprietorship on April 18, 2024 in Note 1 on
page F-16. Please revise the offering circular in the appropriate places throughout to provide
clear disclosure regarding the corporate history of the company you hope to acquire, BotMakers,
Inc., including how the timeline of such corporate history reconciles with the March 21,
2024 date of the LOI. In your revisions, please also specifically address the following:
● Disclose
the identity of the individual that is operating BotMakers, Inc. as sole proprietor, or that
was the sole proprietor at the time of its formation.
● Provide
greater detail as to the legal status of BotMakers AI, Inc., BotMakers, Inc., and AI Callers,
Inc., as well as any relationship between these companies and their officers and directors.
● You
state on page F-16 that a Texas corporation called AI Callers, Inc.(“AIC”) was
formed on May 9, 2024 and appears to have acquired the business of BotMakers, Inc. on that
same date. You then state in two different places on page F- 16 that on June 24, 2024, after
the date of the LOI, AIC changed its name to “Botmakers AI, Inc.” and to “BotMakers,
Inc.”, respectively. Please revise to eliminate any inconsistency and identify the
correct changed name.
● Disclose
the status of the March 21, 2024 Letter of Intent. To the extent such letter has been revised
since that date, or to the extent a definitive Transaction Agreement has been negotiated
and executed, please file any such agreement as an exhibit or tell us why you believe it
is not required to be filed.
Response:
The Company has revised as requested. the Transaction Agreement has not been completed or executed.
10. Please
refrain from using terms such as “we” or “our” when describing the
activities or functions of BotMakers and its conversational AI technology. By way of example
only and not limitation, we note that you refer to “our CRM to power our cutting-edge
Conversational AI Services,” “our tailored AI solutions,” “our Conversational
AI services,”etc. You also make statements such as the following: “Through the
further development of our conversation AI software, we have the ability to scale our products
over time” and “We plan on competing using specific products that we believe
meet customer demands...” Please thoroughly review and revise throughout to clarify
where you are referring to BotMakers’ services and solutions, and not those of the
Company.
Response:
The Company has revised as requested.
BotMakers’
Products and Future Products, page 29
11. We
note references to BotMakers’ “robust capabilities,” “cutting-edge
Conversational AI Services,” and “unique and cutting-edge solutions.” Such
statements are seemingly premature given the development stage of BotMakers, Inc. and that
the capabilities of its products and services are unproven, particularly in light of your
disclosure on page 10 that the conversational AI business for CRM is “speculative.”
Please remove or revise these phrases. Please also provide the basis for the following conclusory
statements, or otherwise revise: