|
|
|
October
|
|
|
April
|
|
|
|
|
|
31, 2016
|
|
|
|
30, 2016
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
8,297
|
|
|
$
|
14,401
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
8,297
|
|
|
|
14,401
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Liabilities
|
|
|
3,479
|
|
|
|
1,231
|
|
|
Related Party Loan
|
|
|
27,509
|
|
|
|
27,509
|
|
|
Total liabilities
|
|
|
30,988
|
|
|
|
28,740
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit:
|
|
|
|
|
|
|
|
|
|
Common stock; authorized 100,000,000; 10,050,000 shares at
$0.001 par value
|
|
|
10,050
|
|
|
|
10,050
|
|
|
Additional Paid in Capital
|
|
|
31,693
|
|
|
|
30,188
|
|
|
Deficit accumulated
|
|
|
(64,434
|
)
|
|
|
(54,577
|
)
|
|
Total stockholders' deficit
|
|
|
(22,691
|
)
|
|
|
(14,339
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
8,297
|
|
|
$
|
14,401
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited financial statements
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Month Period Ended
October 31, 2016
|
|
|
For the Three Month Period Ended
October 31, 2015
|
|
|
For the Six Month Period Ended
October 31, 2016
|
|
|
For the Six Month Period Ended
October 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
2,352
|
|
|
$
|
9,340
|
|
|
$
|
8,351
|
|
|
$
|
23,426
|
|
|
Total Operating Expenses
|
|
|
2,352
|
|
|
|
9,340
|
|
|
|
8,351
|
|
|
|
23,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense, net
|
|
|
761
|
|
|
|
671
|
|
|
|
1,499
|
|
|
|
1,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
$
|
(3,113
|
)
|
|
$
|
(10,011
|
)
|
|
$
|
(9,850
|
)
|
|
$
|
(24,745
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
10,050,000
|
|
|
|
10,050,000
|
|
|
|
10,050,000
|
|
|
|
10,050,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
unaudited
financial statements
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
For the Six Months ended October 31, 2016
|
|
|
For the Six Months ended October 31, 2015
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(9,850
|
)
|
|
$
|
(24,745
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Imputed Interest Expense
|
|
|
1,499
|
|
|
|
1,319
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Liabilities
|
|
|
2,247
|
|
|
|
-
|
|
|
Net Cash Used in Operating activities
|
|
|
(6,104
|
)
|
|
|
(23,426
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Related Party Loan
|
|
|
|
|
|
26,390
|
|
|
Net cash provided by financing activities
|
|
|
-
|
|
|
|
26,390
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash during the period
|
|
|
(6,104
|
)
|
|
|
2,964
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period
|
|
|
14,401
|
|
|
|
32,728
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
8,297
|
|
|
$
|
35,692
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash paid during the period
|
|
|
|
|
|
|
|
|
|
Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these unaudited financial statements
GLOBAL QUEST, LTD.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
|
NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION
|
Global Quest Ltd. (the "Company") was incorporated in the State of Nevada on January 16, 2015. The Company was organized to develop a website in the Culinary Arts Industry.
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company.
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES
Cash
and
Cash
Equivalents
The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. As of October 31, 2016 and April 30, 2016, there were no cash equivalents.
Use of
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.
Income
Taxes
The Company utilizes FASB ACS 740, “
Income Taxes
,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. 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 accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s widely understood administrative practices and precedents.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the United States as our "major" tax jurisdiction. Generally, we remain subject to United States examination of our income tax returns.
GLOBAL QUEST, LTD.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Fair Value of Financial
Instruments
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “
Fair Value Measurements and Disclosures
" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.
FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
- Level 1: Quoted prices in active markets for identical assets or liabilities
|
-
|
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
|
|
-
|
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
Basic
and
Diluted
Earnings
(loss)
Per
Share
Net loss per share is calculated in accordance with FASB ASC 260,
Earnings Per Share
, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the six months ended October 31, 2016 and 2015, there were no potentially dilutive securities.
Recent Accounting
Pronouncements
In January 2015, FASB issued Accounting Standards Update (ASU) No. 201501 Income Statement – Extraordinary and Unusual Items, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary (even if they ultimately would conclude it is not). This also alleviates uncertainty for preparers, auditors, and regulators because auditors and regulators no longer will need to evaluate whether a preparer treated an unusual and/or infrequent item appropriately. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted.
In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim periods within those fiscal years.
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.
The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP.
GLOBAL QUEST LTD.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
Recent Accounting Pronouncements – Not
Adopted
In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).
In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the
financial statements are issued
(or within one year after the date that the
financial statements are available to be issued
when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the
financial statements are issued
(or at the date that the
financial statements are available to be issued
when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term
probable
is used consistently with its use in Topic 450, Contingencies.
When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):
|
|
a.
|
Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)
|
|
|
b.
|
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
|
|
|
c.
|
Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.
|
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is
substantial doubt about the entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:
|
|
a.
|
Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern
|
|
|
b.
|
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
|
|
|
c.
|
Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
|
GLOBAL QUEST, LTD.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.
The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-04 did not have a material impact on our financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have a material impact on our financial statements.
NOTE 3 – GOING CONCERN
The Company has sustained operating losses since inception. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Management is endeavoring to begin principal revenue generating operations however, may not be able to do so within the next fiscal year. Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity securities, which may not be available on commercially reasonable terms, if at all.
If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.
NOTE 4 - LOAN FROM RELATED PARTY
As of October 31, 2016 and April 30, 2016, the Company received advances totaling an aggregate of $27,509 from the CEO of the Company, the advance is unsecured, non-interest bearing and is due upon demand giving 30 days written notice to the borrower. The Company has recorded imputed Interest of $761 for the three month period ended October 31, 2016.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
|
|
|
At October 31, 2016
|
|
|
At April 30, 2016
|
|
|
Current Assets
|
|
$
|
8,297
|
|
|
$
|
14,401
|
|
|
Current Liabilities
|
|
|
30,988
|
|
|
|
28,740
|
|
|
Working Capital
|
|
$
|
(22,691
|
)
|
|
$
|
(14,339
|
)
|
Cash Flows
|
|
|
Six Months Ended October 31, 2016
|
|
|
Six Months Ended October 31, 2015
|
|
|
Cash Flows used in Operating Activities
|
|
$
|
(6,104
|
)
|
|
$
|
(23,426
|
)
|
|
Cash Flows From Financing Activities
|
|
|
-
|
|
|
$
|
26,390
|
|
|
Net Decrease/ Increase in Cash During Period
|
|
$
|
(6,104
|
)
|
|
$
|
2,964
|
|
The decrease in our working capital at October 31, 2016 from the period ended April 30, 2016 is reflective of the current state of our business development.
As of October 31, 2016, we had cash on hand of $8,297. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.
Operating Revenues
We have not generated any revenues since inception.
Operating Expenses and Net Loss
O
perating expenses for the three month period ended October 31, 2016 was $2,352 as compared to
operating expenses for the three month period ended October 31, 2015 was $9,340. This was attributed to the decrease in operating expenses for the Company, due to the Company’s inability to raise the necessary funds to meet operating expenses.
Operating expenses for the nine month period ended October 31, 2016 was $8,351 as compared to
operating expenses for the nine month period ended October 31, 2015 was $23,426. This was attributed to the decrease in operating expenses for the Company, due to the Company’s inability to raise the necessary funds to meet operating expenses.
Liquidity and Capital Resources
As of October 31, 2016, the Company’s cash balance was $8,297 compared to $14,401 as at April 30, 2016 and its total assets were $8,297 compared with $14,401 as at April 30, 2016. The decrease in total assets is attributed to the decreased costs associated with ongoing reporting requirements and the Company’s inability to raise funds.
As of October 31, 2016, the Company had total liabilities of $30,988 compared with total liabilities of $28,740 as at April 30, 2016. The change in total liabilities was attributed to increases in accounts payable due to the Company’s inability to raise funds.
As of October 31, 2016, the Company had a working capital deficit of $(22,691) compared with $(14,339) as of April 30, 2016. The increase in working capital deficit was attributed increases in accounts payable and the costs associated with ongoing reporting requirements.
Cashflow from Operating Activities
During the six month period ended October 31, 2016, the Company used $6,104 of cash for operating activities. This was attributed to the decrease in operating expenses for the Company, due to the Company’s inability to raise the necessary funds to meet their ongoing operating expenses.
During the six month period ended October 31, 2015, the Company used $23,426 of cash for operating activities. This was attributed to the operating expenses for the Company, in conjunction with their ongoing operating expenses and reporting requirements.
Cashflow from Financing Activities
During the six month period ended October 31, 2016, the Company received $0 of cash from financing activities.
During the six month period ended October 31, 2015, the Company received $26,390 of cash from financing activities. This was received from advances from our directors
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
Critical Accounting Policies
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the financial statements included in this Quarterly Report.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.
Recent Accounting Pronouncements
The Company does not expect that the adoption of any recent accounting standards to have a material impact on its financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of October 31, 2016, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1. Quarterly Issuances:
During the quarter, we did not issue any unregistered securities other than as previously disclosed.
2. Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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Exhibit
Number
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Description of Exhibit
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Filing
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3.01
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Articles of Incorporation
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Filed with the SEC on April 21, 2015 as part of our Registration Statement on Form S-1.
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3.02
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Bylaws
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Filed with the SEC April 21, 2015 as part of our Registration Statement on Form S-1
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31.01
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Certification of Principal Executive Officer Pursuant to Rule 13a-14
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Filed herewith.
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31.02
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Certification of Principal Financial Officer Pursuant to Rule 13a-14
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Filed herewith.
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32.01
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CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
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Filed herewith.
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101.INS
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XBRL Instance Document
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Filed herewith.
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101.SCH
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XBRL Taxonomy Extension Schema Document
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Filed herewith.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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Filed herewith.
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document
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Filed herewith.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Filed herewith.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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Filed herewith.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Global Quest, Ltd.
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Dated: December 20, 2016
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By:
/s/ Shim Kyoung Hwa
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Shim Kyoung Hwa
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Chief Executive Officer, Chief Financial Officer, President, Secretary and Director
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