UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

____________

FORM 10-Q

____________

xForm 10-Q

Mark One

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2021

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2015

OR

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______._______

Commission File Number: 333-186461COMMISSION FILE NO. 000-1568628

 _______________________________________

SELECT-TV SOLUTIONS, INC.BIOQUEST CORP.

(Exact name of registrant as specified in its charter)

(418) 264-71344570 Campus Dr., Suite 23

Newport Beach, CA 92660

(Address of principal executive offices)

Phone: (714) 978-4425

(Registrant’s telephone number, including area code)number)

Indicate by check markcheckmark whether the registrantissuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x[X] No ¨[  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x[  ] No ¨[X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act:Act.

IndicateIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨[  ] No x[X]

As of March 17, 2015,Applicable Only to Issuer Involved in Bankruptcy Proceedings During the registrant had 176,447,075 shares of its Common Stock, $0.001 par value, outstanding.Preceding Five Years.

N/A

Applicable Only to Corporate Registrants

Securities registered pursuant to Section 12(b) of the Act:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

SELECT-TV SOLUTIONS INC.

FORM 10-Q

JANUARY 31, 2015

TABLE OF CONTENTSTable of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Bioquest Corp.

Condensed Balance Sheets

See Notes to Condensed Financial Statements

Select-TV Solutions, Inc.Bioquest Corp.

Consolidated Balance SheetsCondensed Statements of Operations

(Unaudited)

See accompanying notes to consolidated financial statements.

Select-TV Solutions, Inc.See Notes to Condensed Financial Statements

Bioquest Corp.

Condensed Statement of Changes in Stockholders’ Deficit

For the Three, Six and Nine Months Ended January 31, 2021 and 2020

(Unaudited)

See Notes to Condensed Financial Statements

Bioquest Corp.

Condensed Statements of Cash Flows

(Unaudited)

See Notes to Condensed Financial Statements

BIOQUEST CORP.

Consolidated Statements of OperationsNOTES TO THE CONDENSED FINANCIAL STATEMENTS

January 31, 2021

(Unaudited)

See accompanying notes to consolidated financial statements.NOTE 1 - ORGANIZATION AND OPERATIONS

Select-TV Solutions, Inc.

Consolidated Statements of Cash Flows

(unaudited)

Continued

Select-TV Solutions, Inc.

Consolidated Statements of Cash Flows (Continued)

(unaudited)

See accompanying notes to consolidated financial statements.

Select-TV Solutions, Inc.

Notes to Consolidated Financial Statements

January 31, 2015

(Unaudited)

Note 1 – Organization, Presentation and Going Concern

Organization

Select-TV Solutions, Inc.Bioquest Corp. (the "Company" or “SELT”“Company”) was originally incorporated in the State of Nevada on May 17, 2011 under the name ofas Renaissance Films Inc. (“RFI”) and intended to produce documentary films. On September 26, 2011, the Company changed its name to Sedition Films Inc.

On April 7, 2014, the Company experienced a change in control. Conseil Plumage Blanc Ltd. (“CPB”) acquired a majority of the issued and outstanding common stock of the Company in accordance with a stock purchase agreement by and between CPB and Jesse Lawrence, the Company’s former director and majority shareholder. On the closing date, April 7, 2014, pursuant to the terms of the Stock Purchase Agreement, CPB purchased from Jesse Lawrence 40,000,000 shares of the Company’s outstanding common stock for $375,000. As a result of the change in control, CPB owned a total of 40,000,000 shares of the Company’s common stock representing 74%.

Onon May 1, 2014, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to changechanged its name to Select-TV Solutions, Inc.

The Company was organized for the purpose of producing documentary films. On July 18, 2014,October 10, 2019, there was a change in control of the Company entered into a Merger Agreement with Select-TV Solutions (USA), Inc. (“STVU”), a Florida corporation. Pursuant to the termspurchase of 270,000,000 of the Agreement,Company’s Common stock and on that date the Company issued 1.25 shares of common stock for each share STVU, or 49,678,443 shares. As a result of the merger,changed its name to Bioquest Corp. On October 12, 2019 the Company as the surviving entity, acquired the license rights to Select-TV HITV (Hospitality Interactive TV, software and hardware), and EMAGINE (home IPTV software and hardware), thus enabling the Company to provide end-to-end IPTV (Internet Protocol Television) solutions to the Hospitality, Residential and Hospital subscribers in North America. The Closing of the transaction was effective on the close of business July 31, 2014.

On January 13, 2015, the Company formed Select-TV USA Holdings, Inc. (“STVH”),elected a Nevada corporation, as a wholly-owned subsidiary to acquire companies in and related to the Hospitality, Residential and Hospital IPTV industry.

Stock Split

On May 1, 2014, the Company'snew Board of Directors declaredand approved a ten-to-one forward stock split2,000 to 1 Reverse Stock Split resulting in the reduction of allthe outstanding shares of common stock. The effect of the stock split increased the number ofCompany’s Common Stock from 454,254,585 shares of common stock outstanding from 5,413,400 to 54,134,000 as of May 1, 2014.237,233 shares. All common shareshares and per common share data in these financial statements and related notes hereto have been retroactively adjusted to account for the effect of the reverse stock split for all periods presented prior to May 1, 2014.presented. The total number of authorized common shares and the par value thereof waswere not changed by the reverse stock split.

The Company markets, packages and distributes Hemp-CBD based products and Pharmaceutical based and Government approved products. Our mission is to Create High End, Unique Content and aggregate all relevant CBD content in the Nutraceutical and Pharmaceutical markets. Bioquest Corp. is positioned to generate revenue by bringing new products to the marked, created and marketed by Bioquest Corp. generating immediate revenues and by acquiring established companies who have a presence in CBD industry.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidatedcondensed financial statements are unaudited. These financial statements and notes should be read in conjunction with the audited financial statements and related notes for the years ended April 2020 and 2019.

The accompanying interim condensed financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim periods. Accordingly, certain information and footnote disclosures normally included in financial statement presentation andstatements prepared in accordance with Form 10-Q. Accordingly, they do not include all ofgenerally accepted accounting principles in the information and footnotes required in annual financial statements.United States have been condensed or omitted pursuant to such rules. In the opinion of management, the unaudited consolidatedcondensed financial statements containand notes have been prepared on the same basis as the audited financial statements for the year ended April 30, 2020 and include all adjustments, (consisting onlyconsisting of normal recurring accruals)adjustments, necessary to present fairlyfor a fair presentation of the Company’s financial position at January 31, 2021 and resultsstatements of operations for the three and nine months ended January 31, 2021 and 2020 and cash flows for the nine months ended January 31, 2021 and 2020. These interim periods reported in this Form 10-Q. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or the full year. The accompanying condensed financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the condensed financial statements. As of January 31, 2021, the Company’s significant accounting policies and estimates, which are detailed in the Company’s audited financial statements for the entire year.year ended April 30, 2020, have not changed.

These unauditedCash and Cash Equivalents

Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. At January 31, 2021, cash equivalents amounted to $60.

Basic Loss Per Share

FASB ASC Subtopic 260, Earnings Per Share, provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities including stock options and stock payable have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future. The number of potentially dilutive shares were 145,040 shares at January 31, 2021 and 35,000 shares at January 31, 2020.

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

January 31, 2021

(Unaudited)

Income Taxes

The Company follows FASB ASC Subtopic 740, Income Taxes, for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Stock-based Compensation

The Company follows FASB ASC Subtopic 718, Stock Compensation, for accounting for stock-based compensation. The guidance requires that new, modified and unvested share-based payment transactions, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements shouldbased on their fair value at the grant date and recognized as compensation expense over their vesting periods.

Revenue Recognition

The Company will recognize revenue pursuant to Accounting Standards Codification 606, which requires revenue to be readrecognized at an amount that reflects the consideration expected to be received in conjunction withexchange for transferring goods or services to customers. Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

Revenue will be recognized for the Company’s wholesale customers sales when the Company ships the product from its inventory facility. Revenue will be recognized by the Company for e-commerce sales at the time the merchandise is shipped from our inventory facility. Customers typically receive goods within four days of shipment. Amounts related to shipping and handling that are billed to customers are reflected in revenues, and the related costs are reflected in cost of revenues. Taxes collected from customers and remitted to governmental authorities are presented in the consolidated statements of operations on a net basis. The nature of the Company’s business allows for customers to return previously purchased goods for a return or exchange which may result in a reduction of the Company’s revenues. These sales returns will not be significant to the Company’s revenues in the accompanying financial statements.

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

January 31, 2021

(Unaudited)

Fair Value of Financial Instruments

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value 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. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Our company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts our company could realize in a current market exchange. As of April 30, 2014 audited annual financial statements included in2020, and January 31, 2021, the Annual Report on Form 10-K/A, filed withcarrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the U.S. Securitiesshort-term nature and Exchange Commission (“SEC”) on September 10, 2014.maturity of these instruments.

Going ConcernNOTE 3 – GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared onassuming that the Company will continue as a going concern, basis, which contemplates thecontinuity of operations, realization of assets, and the satisfactionliquidation of liabilities in the normal course of business. The

As reflected in the accompanying financial statements, the Company has incurred a net loss of $2,935,471 for the nine months endedhad an accumulated deficit at January 31, 20152021 of $9,139,707 and has incurred cumulative losses since inception of $3,433,960.its liabilities exceeded its assets by $1,445,378. These conditionsfactors among others raise substantial doubt about the Company’s ability of the Company to continue as a going concern.

Select-TV Solutions, Inc.

NotesBioquest, Corp. markets, packages, and distributes Hemp-CBD based products and Pharmaceutical based and Government approved products. Our mission is to Consolidated Financial Statements

January 31, 2015

(Unaudited)

Note 1 – Organization, Presentationcreate high end unique content and Going Concern (Continued)

Going Concern (Continued)aggregate all relevant CBD content in the Nutraceutical and Pharmaceutical markets including Medical Grade Products. Bioquest Corp. is positioned to generate revenue by bringing its new and recently developed products to the market and by accruing established companies in the CBD industry, generating immediate revenues. The Company is implementing and marketing to the business-to-business and internet-based E-Commerce to the consumers market. The Company is implementing this plan to achieve profitable and sustainable operations.

The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts.

The unaudited financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary shouldif the Company beis unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. No assurance can be given that the Company will be successful in these efforts.

Significant Accounting Policies

Revenue Recognition

Revenue is recognized upon delivery when the following conditions are met:

These conditions occur when the goods or services have been delivered to the contractually agreed location of the customer.

Inventory

Inventories are stated at the lower of cost or market (“LCM”). The Company uses the first-in-first-out (“FIFO”) method of valuing inventory. Inventory consists primarily of finished goods and accessories for use in the delivery of media content to its customers.

Goodwill and Other Intangible Assets

Goodwill represents the excess of acquisition consideration paid over the fair value of identifiable net tangible and identifiable intangible assets acquired. Goodwill and other indefinite-lived intangible assets are not amortized, but are reviewed for impairment at least annually, in the fourth quarter, or earlier upon the occurrence of certain triggering events.

Goodwill is allocated among and evaluated for impairment at the reporting unit level. Management evaluates goodwill for impairment using a two-step process provided by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles — Goodwill and Other. The first step is to compare the fair value of each of our reporting units to their respective book values, including goodwill. If the fair value of a reporting unit exceeds its book value, reporting unit goodwill is not considered impaired and the second step of the impairment test is not required. If the book value of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit’s goodwill with the book value of that goodwill. If the book value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Intangible assets with determinable useful lives are amortized using the straight-line method over the expected life of the assets. The Company did not recognize any impairment losses for the nine months ended January 31, 2015.

Principles of Consolidation

The consolidated financial statements include the accounts of Select-TV Solutions, Inc. and its wholly-owned subsidiaries, Oriana Technologies Canada Inc., Select-TV Solutions (Canada), Inc. and Select-TV USA Holdings, Inc. All significant inter-company balances and transactions have been eliminated in consolidation.

Select-TV Solutions, Inc.

Notes to Consolidated Financial Statements

January 31, 2015

(Unaudited)

Note 2 – Prepaid Expenses

Prepaid expenses consist of the following at January 31, 2015 and April 30, 2014:

During the nine months ended January 31, 2015, the Company issued an aggregate of 8,127,366 shares of its restricted common stock, and an additional 1,000,000 shares of its restricted common stock are included in common stock issuable, to twelve consultants for services to be provided pursuant to consulting agreements. The shares were valued at an average price of $0.07 per share based on the most recent sales of stock subscriptions to investors as of the dates of obligation for a total of $637,737. Based on the terms of the agreements, $524,352 has been included in general and administrative expenses for the nine months ended January 31, 2015 and $113,385 is included in prepaid expenses at January 31, 2015. (See Note 5 – Stockholders’ Equity).

During the nine months ended January 31, 2015, the Company has advanced $600,000 related to potential acquisitions (See Note 8 – Subsequent Events).

On May 1, 2014, STVU (which was merged into the Company on July 31, 2014) entered into a Hotel Deployment Partnership Agreement with AACSA Partners LLC (“AACSA”) whereby AACSA is to provide the Company with up to 1,000 hotel customers through three distinct phases. The agreement has an initial term of seven years and renews annually for each subsequent year unless terminated as permitted in the agreement.

The three Phases are as follows:

Phase 1 – Includes a commitment by AACSA for contracting of 100 hotels nationwide by December 31, 2014. The Company has paid a $100,000 fee for Phase 1 as of July 31, 2014. Two hotels have been deployed as of January 31, 2015 and $2,000 is included in cost of revenues for the three and nine months ended January 31, 2015. $98,000 is included in prepaid expenses at January 31, 2015.

Phase 2 – Includes a commitment by AACSA for contracting an additional 150 hotels nationwide between January 1, 2015 and June 30, 2015. Fees of $150,000 will be payable in installments of $75,000 due on January 15, 2015 (unpaid) and $75,000 due on April 15, 2015 for the Phase 2 implementation.

Phase 3 – Includes a commitment by AACSA for contracting an additional 750 hotels nationwide between July 1, 2015 and June 30, 2016. Fees of $750,000 will be payable in three equal quarterly installments of $250,000 each starting on July 1, 2015 for the Phase 3 implementation.

As of January 31, 2015, the Company has prepaid $69,500 on a purchase order for inventory from a supplier.

Select-TV Solutions, Inc.

Notes to Consolidated Financial Statements

January 31, 2015

(Unaudited)

Note 3 – Equipment, net

Equipment, net, is recorded at cost and consisted of the following at January 31, 2015 and April 30, 2014:

Depreciation expense was $5,702 and $486 for the nine months ended January 31, 2015 and 2014, respectively. The balance of equipment at January 31, 2015 was a result of the merger with STVU on July 31, 2014 and equipment purchases of $10,373 during the nine months ended January 31, 2015. In April 2014, in conjunction with the Company’s change in control, the total amount of film equipment was disposed of at a loss of $498.

Note 4 – Licenses, net

As a result of the merger with STVU, the Company acquired the license rights to Select-TV HITV (Hospitality Interactive TV, software and hardware), and EMAGINE (home IPTV software and hardware), thus enabling the Company to provide end-to-end IPTV (Internet Protocol Television) solutions to the Hospitality, Residential and Hospital subscribers in North America. Licenses, net, consisted of the following at January 31, 2015 and April 30, 2014:

Amortization expense was $26,300 and $-0- for the nine months ended January 31, 2015 and 2014, respectively.

Note 5 – Stockholders’ Equity

The Company has authorized 500,000,000 shares of Common Stock, $0.001 par value. 

On May 1, 2014, the Company's Board of Directors declared a ten-to-one forward stock split of all outstanding shares of common stock. The effect of the stock split increased the number of shares of common stock outstanding from 5,413,400 to 54,134,000 as of May 1, 2014. All common share and per common share data in these consolidated financial statements and related notes hereto have been retroactively adjusted to account for the effect of the stock split for all periods presented prior to May 1, 2014. The total number of authorized common shares and the par value thereof was not changed by the split.

During the nine months ended January 31, 2015, the Company issued 29,647,316 shares of its restricted common stock for stock subscriptions received as of April 30, 2014 of $1,482,366. These shares were included in common stock issuable at April 30, 2014. $128,194 of issuance costs were charged to paid in capital relating to these shares during the nine months ended January 31, 2015.

Select-TV Solutions, Inc.

Notes to Consolidated Financial Statements

January 31, 2015

(Unaudited)

Note 5 – Stockholders’ Equity (Continued)

During the nine months ended January 31, 2015, the Company issued 18,293,900 shares of its restricted common stock for cash of $1,118,949 (net of issuance costs of $415,440). 500,000 of these shares included warrants to purchase an aggregate of 250,000 additional shares of the Company’s restricted common stock at an exercise price of $0.15. The warrants expire three years after their grant.

Pursuant to the merger with STVU, the Company issued 1.25 shares of its restricted common stock for each share of STVU, or 49,678,443 shares. These shares have been valued at a fair value of $2,980,707 based on the average vale of stock subscriptions sold to investors at the date of merger.

During the nine months ended January 31, 2015, the Company issued an aggregate of 8,000,000 shares of its restricted common stock to its then two directors. The shares were valued at $0.10 per share based on the most recent sales of stock subscriptions to investors at the date of issuance for a total of $800,000, which is included in general and administrative expenses for the nine months ended January 31, 2015.

During the nine months ended January 31, 2015, the Company issued an aggregate of 2,500,000 shares of its restricted common stock to a consultant for services pursuant to a consulting agreement. The shares were valued at an average of $0.08 per share based on the most recent sales of stock subscriptions to investors at the dates of obligation for a total of $200,000, which is included in general and administrative expenses for the nine months ended January 31, 2015.

During the nine months ended January 31, 2015, the Company issued an aggregate of 1,000,000 shares of its restricted common stock to two of its directors for services. The shares were valued at $0.10 per share based on the most recent sales of stock subscriptions to investors at the date of obligation for a total of $100,000, which is included in general and administrative expenses for the nine months ended January 31, 2015.

During the nine months ended January 31, 2015, the Company issued an aggregate of 8,127,366 shares of its restricted common stock, and an additional 1,000,000 shares of its restricted common stock are included in common stock issuable, to twelve consultants for services to be provided pursuant to consulting agreements. The shares were valued at an average price of $0.07 per share based on the most recent sales of stock subscriptions to investors as of the dates of obligation for a total of $637,737. Based on the terms of the agreements, $524,352 has been included in general and administrative expenses for the nine months ended January 31, 2015 and $113,385 is included in prepaid expenses at January 31, 2015.

During the nine months ended January 31, 2015, the Company received stock subscriptions of $1,202,855 for 14,856,050 shares of common stock. These shares are included in common stock issuable at January 31, 2015. 10,750,000 of these shares include warrants to purchase an aggregate of 5,375,000 additional shares of the Company’s restricted common stock at an exercise price of $0.15. The warrants expire three years after their grant.

Pursuant to consulting agreements, the Company is obligated to issue 980,000 shares of its restricted common stock to two consultants for fees related to the receipt of common stock subscriptions from investors for the nine months ended January 31, 2015. The shares were valued at a total of $98,000 based on the most recent sales of stock subscriptions to investors at the date of the obligation, which is included as a reduction of paid in capital as issuance costs as of January 31, 2015. These shares are included in common stock issuable at January 31, 2015.

During the nine months ended January 31, 2015, three shareholders returned an aggregate of 8,100,000 common shares to treasury as a capital contribution. These shares were cancelled by the Company.

Select-TV Solutions, Inc.

Notes to Consolidated Financial Statements

January 31, 2015

(Unaudited)

Note 5 – Stockholders’ Equity (Continued)

Warrants

The following table summarizes warrant transactions for the nine months ended January 31, 2015:

During the nine months ended January 31, 2015, the Company issued warrants to purchase a total of 5,625,000 shares of the Company’s common stock in conjunction with sales of Units. These warrants have contractual lives of three years and were valued at a grant date fair value of $0.09 per warrant using the Black-Scholes Option Pricing Model with the following assumptions:

The stock price was based on the price of shares sold to investors and volatility was based on comparable volatility of other companies since the Company had no significant historical volatility.

Note 6NOTE 4 – Related Party TransactionsRELATED PARTY TRANSACTIONS

As of April 30, 2013, the Company owed a shareholder and officer $101 which was repaid duringDuring the year ended April 30, 2014.2020, the Company issued to its previous CEO 135,000 common shares (270,000,000 pre reverse split) for repayment of related party debt incurred in payment of the Company’s expenses of $27,000. During October 2019, Tom Hemingway the Company’s new CEO purchased these 135,000 shares creating a change in control of the Company.

DuringAs of January 31, 2021, $987,750 is due to executive officers of the three months ended JulyCompany for compensation due from employment and consulting contracts and is recorded under accounts accrued compensations. In addition, $11,023 is due to officers- shareholders for payments on behalf of the Company and 100,000 restricted sharers of the Company stock are due under an employment contract and valued at $ 100,000 and are recorded in in accounts payable and accrued liabilities.

BIOQUEST CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

January 31, 20142021

(Unaudited)

NOTE 5 – NOTES PAYABLE

The Company issued notes payable in the amount of $40,000 due in two years from date of issuance, with interest at 6% and convertible in common shares at $1.00 per share. In addition, the year endedCompany recorded 50,000 shares payable as of April 30, 2014,2020 and issued these shares in October 2020.

The Company issued a note payable in September 2020 due in one year in the amount of $27,500 including interest at 10%. The note is convertible at a 40% discount to market price after 90 days. The company recorded a note discount of $2,500. In November 2020 the Company advanced $371,350 and $346,050, respectively,issued an addition note payable due in one year in the amount of $30,800 including interest at 10%. The note convertible at a 60% discount to STVU for working capital purposesmarket price. The Company recorded a note discount of STVU. As of July 31, 2014, due$2,800.

The expected volatility rate was estimated based on comparison to the merger with STVU,volatility of a peer group of companies in similar industries. The term for the amounts are eliminatedconversion of the notes is based upon the remaining term of the notes. The risk-free interest rate for periods within the contractual life of the option is based on U.S. Treasury securities. Circumstances may change, and additional data may become available over time, which could result in consolidation.changes to these assumptions and methodologies, and thereby materially impact our fair value determination. The Company recorded an increase in note discount of $37,294, derivative liability of $138,555 and interest expense of $17,472.

On January 26, 2015, Philippe Germain,The following table for the Company’s Chairman and Director, advancedderivative liability summarizes the Company $50,000inputs used for working capital purposes. The advance is non-interest bearing and the Company expects to repay the loan no later than April 3, 2015.

DuringBlack-Scholes pricing model on the nine months ended January 31, 2015,2021.

NOTE 6 – STOCKHOLDERS’ DEFICIT

Capital Stock Issued

During the Company advanced $320,706 to Cannoco PLC, a U.K corporation for its services and expenses related to possible future acquisitions. The advances are noninterest bearing and are due no later thanquarter ended October 31, 2015. Philippe Germain, the Company’s Chairman and director, is the sole shareholder of Cannoco PLC.

Select-TV Solutions, Inc.

Notes to Consolidated Financial Statements

January 31, 2015

(Unaudited)

Note 7 – Business Combinations

On July 18, 2014, the Company entered into a Merger Agreement with Select-TV Solutions (USA), Inc. (“STVU”), a Florida corporation. Pursuant to the terms of the Agreement,2019, the Company issued 1.25135,000 shares of its common stock for each sharerepayment of STVU, or 49,678,443 shares.Company debt and expenses. During the year ended April 30, 2020 the Company issued 7,747,000 shares of common stock under employment and consulting agreements. At April 30, 2020, the company had subscription agreements for 30,000 common shares to be issued from cash received of $30,000 and 40,000 shares for cash received from issuance of notes payable at April 30, 2020. There were 7,500 shares issued for cash received of $15,000 and 10,000 shares of restricted common stock issued for services in the quarter ended January 31, 2021.

Authorized Capital Stock Common Stock

The following table summarizes the consideration given for the net assetsCompany is authorized to issue 500,000,000 shares of STVU and the fair valuescommon stock with a par value of the assets acquired and liabilities assumed recognized at the merger date. Management is in the process$0.001 per share. As of valuing any identifiable tangible and intangible assets. Until the valuation is complete and values are assigned to tangible or intangible assets, if any, the entire amount of the excess of the consideration given over the net liabilities acquired is allocated to goodwill.

Select-TV Solutions, Inc.

Notes to Consolidated Financial Statements

January 31, 20152021, and April 30, 2020, there were 8,350,733 and 8,044,233 and shares issued and outstanding.

(Unaudited)

Note 8NOTE 7 – Subsequent EventsSUBSEQUENT EVENTS

On February 2, 2015, the Company issued an aggregate of 2,080,000 shares of its common stock to three consultants as payment for services. These shares were valued at a fair value of $208,000 or $0.10 per share.

On February 2, 2015 and February 12, 2015, the Company issued 8,000,000 shares of its common stock to two investors for $800,000 in cash.

On February 2, 2015 and February 12, 2015, the Company issued 3,086,050 shares of its common stock at a value of $308,605 to investors which were included in common stock issuable at January 31, 2015 and for which it had previously received $308,605.

On February 19, 2015, our wholly-owned subsidiary, Select-TV USA Holdings, Inc. entered into an Asset Purchase Agreement with JIFM Holdings, LLC. (“JIFM”) for the immediate sale of certain assets of JIFM. In exchange for the assets acquired under the Asset Purchase Agreement, the Company paid JIFM $350,000 (of which $300,000 had been paid prior to January 31, 2015 and included in Prepaid Expenses in the Balance Sheet) and a secured promissory note for $200,000 bearing interest at 2% per annum, due May 15, 2015, for an aggregate total of $550,000.

On March 1, 2015, our wholly-owned subsidiary, Select-TV USA Holdings, Inc. entered into an Asset Purchase Agreement with MyStay, Inc. (“MyStay”) and Brooks Pickering for the immediate sale of certain assets of MyStay. In exchange for the assets acquired under the Asset Purchase Agreement, the Company paid MyStay $400,000 (of which $250,000 had been paid prior to January 31, 2015 and included in Prepaid Expenses inWe evaluated subsequent events after the balance sheet) and 9,500,000 shares of our common stock (unissued as of thesheet date of this report).

On March 1, 2015, the Company entered into an employment agreement with Mr. Brooks Pickering to serve as the Company’s President and Chief Operating Officer. Terms of the consulting agreement include 1) a monthly fee of $12,500 (to be increased to $25,000 upon the achievement of three consecutive months of positive EBITDA), 2) a semi-annual bonus equal to 75% of the consulting fee paid in the prior six month period if the Company achieves certain semi-annual target goals, 3) stock options to purchase 2,500,000 at $0.10 of the Company’s common stock vesting upon the achievement of certain performance objectives in fiscal 2015, and 4) stock options to purchase 2,500,000 at $0.10 of the Company’s common stock vesting upon the achievement of certain performance objectives in fiscal 2016. The term of the agreement is effective March 1, 2015 until February 28, 2017, unless terminated by either party with a thirty (30) days advance written notice,or as extended by the parties by written agreement. Should the Executive continue providing the Services after February 28, 2017 without a further agreement in writing, the terms of the Agreement shall continue to apply on a month-to-month basis until the Parties enter into a further agreement.

On March 2, 2015, our wholly-owned subsidiary, Select-TV USA Holdings, Inc. entered into a Loan Sale Agreement with ZON Capital Partners, LP (“ZON”) for the immediate sale of certain assets of ZON. In exchange for the loan assets acquired, the Company paid ZON $250,000 (of which $50,000 had been paid prior to January 31, 2015 and included in Prepaid Expenses in the Balance Sheet).

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the SEC.issued. The Company has determinedissued 370,000 restricted common shares under consulting contracts. In addition, the Company extended a note payable payments and due date by ninety days and issued 10,000 restricted common shares as an extension fee. We did not identify any additional material events or transactions occurring during subsequent event reporting period that there are no other events that warrantrequired further recognition or disclosure or recognition in the consolidatedthese financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTSForward Looking Statements

CertainThis Quarterly Report on Form 10-Q contains forward-looking statements. For this purpose, any statements madecontained in this Form 10-QReport that are "forward-looking statements" (withinnot statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” and similar expressions or the meaningnegative of thethese similar terms. The Private Securities Litigation Reform Act of 1995) regarding the plans1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and objectives of management for future operations. Suchis accompanied by meaningful cautionary statements involve known and unknown risks, uncertainties and otheridentifying important factors that maycould cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate and, therefore, there can be no assurance the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

The forward-looking statements included in this Form 10-Q and referred to elsewhere are related to future events or our strategies or future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "believe," "anticipate," "future," "potential," "estimate," "encourage," "opportunity," "growth," "leader," "expect," "intend," "plan," "expand," "focus," "through," "strategy," "provide," "offer," "allow," commitment," "implement," "result," "increase," "establish," "perform," "make," "continue," "can," "ongoing," "include" or the negative of such terms or comparable terminology. All forward-looking statements included in this Form 10-Q are based on information available to us as of the filing date of this report, and the Company assumes no obligation to update any such forward-looking statements, except as required by law. Our actual results could differ materially from the forward-looking statements.

Important factors that might cause our actual results to differ materially from those projected in the results contemplated by theinformation.

These forward-looking statements are contained innot guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the “Risk Factors” section offollowing: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our Annual Report on Form 10-Kplanned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for the fiscal year ended April 30, 2014cash, which are explained below under “Liquidity and in our subsequent filings with the Securities and Exchange Commission.  The following discussion of our results of operations should be read together with our financialCapital Resources”. We assume no obligation to update forward-looking statements, and related notes included elsewhere in this report.

Company Overview

Select-TV Solutions, Inc. (the "Company", “SELT”, “we”, “us” or “our”) was incorporated in Nevada on May 17, 2011except as otherwise required under the name of Renaissance Films Inc. (“RFI”) and intended to produce documentary films. On September 26, 2011, the Company changed its name to Sedition Films Inc.

On April 7, 2014, the Company experienced a change in control.  Conseil Plumage Blanc Ltd. (“CPB”) acquired a majority of the issued and outstanding common stock of the Company in accordance with a stock purchase agreement by and between CPB and Jesse Lawrence, the Company’s former director and majority shareholder. On the closing date, April 7, 2014, pursuant to theapplicable federal securities laws. Unless stated otherwise, terms of the Stock Purchase Agreement, CPB purchased from Jesse Lawrence 4,000,000 (40,000,000 post-split) shares of the Company’s outstanding common stock for $375,000.  As a result of the change in control, CPB owned a total of 4,000,000 (40,000,000 post-split) shares of the Company’s common stock representing 74%.

In conjunction with the change in control, Mr. Jesse Lawrence resignedsuch as the Company's director,“Company,” “BioQuest,” “we,” “us,” “our,” and any other positions held by him on April 9, 2014. The resignation was not the result of any disagreement with the Company or any matter relatingsimilar terms shall refer to the Company's operations, policies or practices. On the same date, Mr. Philippe Germain and Mr. Antonio Treminio were appointed as directors.

On May 1, 2014, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change its name to Select-TV Solutions, Inc. The Company intends to pursue significant opportunities available within the entertainment sector and online interactive niche.

On May 1, 2014, the Company's Board of Directors declared a ten-to-one forward stock split of all outstanding shares of common stock. The effect of the stock split increased the number of shares of common stock outstanding from 5,413,400 to 54,134,000 at May 1, 2014. The total number of authorized common shares and the par value thereof was not changed by the split.

On July 7, 2014, the company’s shareholders appointed Mr. Geoffrey P. Mott as the Company’s Chief Executive Officer.

On July 18, 2014, the Company entered into a Merger Agreement with Select-TV Solutions (USA)BioQuest Corp., Inc. (“STVU”), a Florida corporation. Pursuant to the terms of the Agreement, the Company issued 1.25 shares of common stock for each share STVU, or 49,678,443 shares. As a result of the merger, the Company, as the surviving entity, acquired the license rights to Select-TV HITV (Hospitality Interactive TV, software and hardware), and EMAGINE (home IPTV software and hardware), thus enabling the Company to provide end-to-end IPTV (Internet Protocol Television) solutions to the Hospitality, Residential and Hospital subscribers in North America. The Closing of the transaction was effective on the close of business July 31, 2014.

On August 29, 2014, the shareholders of the Company voted to add Eric Gareau and Christian Trudeau to the Board of Directors, joining Mr. Germain. On the same date, Mr. Antonio Treminio resigned his position as Director.

On January 13, 2015, the Company formed Select-TV USA Holdings, Inc. (“STVH”), a Nevada corporation, as a wholly-owned subsidiary to acquire companies in and relatedits subsidiaries.

Results of Operations

Working Capital

Cash Flows

Three Months Ended January 31, 2021 Compared to the Hospitality, Residential and Hospital IPTV industry.Three Months Ended January 31, 2019

Plan of Operations

The Company, through its sublicense, has the right to carry on the Select-TV Business, Intellectual Property, Trademarks, trade Names, Copyrights and Trade Secrets. The Company believes it has a strong technology platform, proven market validation in some of the best hotels in the world and a great opportunity to become a leader in the North American hospitality market over the next few years. At a time when consumer expectations for entertainment quality and service value-added are on the rise, hotel owners and brands know they need to redefine what they should expect from in-room entertainment systems and their vendors.

Management continues to explore new investment opportunities with a focus on technology and the hospitality market.

Results of Operations

For the three months ended January 31, 2015 compared to the three months ended January 31, 2014Operating Revenue

Revenues

The Company had revenue of $1,152 for the three months ended January 31, 2015 compared to no revenue for the three months ended January 31, 20142021 or for the same period in 2020.

.Cost of Revenues

The increaseCompany had no cost of revenues for the three months ended January 31, 2021 or for the same period in revenue is due2020.

Operating Expenses

Compensation was $384,000 for the three months ended January 31, 2021 compared to $66,500 for the same period in 2010 and was increased to the merger with Select-TV Solutions (USA), Inc.retaining of new personnel to develop the business of the Company.

Operating ExpensesStock Compensation was $100,000 for the three months ended January 31, 2021 for equity awards for new personnel and consulting service and $114,770 for the same period in 2020.

Professional Fees were $36,683 for the three months ended January 31, 2021 as compared to $7,270 for the same period in 2020 for SEC filings as professional fees for investor relations.

General and administrative expenses consisted primarily marketing, product development and general expenses. For the three months ended January 31, 2015, total operating2021, general and administrative expenses were $902,149 comparedincreased to $1,164$43,943 from $6,227 for the same period in 2020 representing an increase of $37,716.

Net Income (Loss)

The Company had net loss of $667,288 for the three months ended January 31, 2014 resulting in an increase2021 as compared to a net loss of $900,985.

Cost of revenues increased $20,492 and is directly attributable to the initial costs associated with bringing new customers on-line to receive the Company’s products and services.

Selling and marketing expenses increased $5,347 and is primarily due to the merger with Select-TV Solutions (USA), Inc.

General and administrative expenses increased by $875,146 and were primarily due to $469,425 of stock based consulting fees and $177,830 of consulting fees. The remaining increase of $227,891 is related to general and overhead costs due to the Company’s change in business to provide products and services to the hospitality, residential, and hospital subsidiaries, and the merger with Select-TV Solutions (USA), Inc.

Net loss$194,767 for the three months ended January 31, 2015 was $900,180 compared to net income of $286 for the three months ended2020.

Nine Months Ended January 31, 2014.2021 Compared to the Nine Months Ended January 31, 2020.

For the nine months ended January 31, 2015 compared to the nine months ended January 31, 2014Operating Revenue

Revenues

The Company had revenue of $30,977 for the nine months ended January 31, 2015 compared to no revenue for the nine months ended January 31, 20142021 or for the same period in 2020.

.Cost of Revenues

The Company had no cost of revenues for the nine months ended January 31, 2021 and for the same period in 2020.

Operating Expenses

Compensation was $1,024,000 for the nine months ended January 31, 2021 compared to $66,500 for the same period in 2020 with increased to the retaining of new personnel to develop the business of the Company.

Stock Compensation was $250,000 for the nine months ended January 31, 2021 for equity awards for new personnel and consulting service and $114,770 for the same period in 2020.

Professional Fees were $142,526 for the nine months ended January 31, 2021 as compared to $33,943 for the same period in 2020 and due to becoming current in the Company’s OTC Markets Filings, preparing our SEC filings as professional fees for investor relations.

General and administrative expenses consisted primarily of marketing, product development and expenses preparation of a OTC Market Filings and accounting expenses. For the nine months ended January 31, 2021, general and administrative expenses increased to $98,902 from $7,790 for the same period in 2020 representing an increase of $91,112.

Other Expense

The Company had interest expense of $18,595 for the nine months ending January 31, 2021 and $1,650 for the same period in 2010.

Net Income (Loss)

The Company had a net loss of $1,619,798 for the nine months ended January 31, 2021 as compared to a net loss of $224,653 for the nine months ended January 31, 2020.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.

At January 31, 2021, the Company had total current assets of $22,297. Current assets consisted primarily of cash and prepaid expenses. At January 31, 2021, the Company had total current liabilities of $1,427,675 compared to $98,745 at January 31, 2020. Current liabilities consisted primarily of accounts payable accrued liabilities and accrued compensation.

We had negative working capital of $1,405,378 as of January 31, 2021.

Cash flow from Operating Activities

During the nine months ended January 31, 2021, cash used in operating activities was $188,106 compared to $112,273 for the same period ended January 31, 2020. The increase in revenue isthe amounts of cash used in operating activities was due to the merger with Select-TV Solutions (USA), Inc.increase in operations and personnel.

Operating Expenses

Cash flow from Financing Activities

For the nine months ended January 31, 2015, total operating expenses were $2,965,0812021, cash provided by financing activities was $188,000 compared to $9,462 for the nine months ended January 31, 2014resulting in an increase of $2,955,619.

Cost of revenues increased $190,073 and is directly attributable to the initial costs associated with bringing new customers on-line to receive the Company’s products and services.

Selling and marketing expenses increased $26,000 and is primarily due to the merger with Select-TV Solutions (USA), Inc.

General and administrative expenses increased by $2,739,546 and were primarily due to 8,000,000 shares issued for stock based compensation of in the amount of $800,000, $824,352 of stock based consulting fees, and $463,156 of consulting fees. The remaining increase of $652,238 is related to general and overhead costs due to the Company’s change in business to provide products and services to the hospitality, residential, and hospital subsidiaries, and the merger with Select-TV Solutions (USA), Inc.

Net loss for the nine months ended January 31, 2015 was $2,935,471 compared to $8,012 for the nine months ended January 31, 2014.

Liquidity and Capital Resources

As of January 31, 2015, we had cash of $310,936 and working capital of $1,552,950. Cash used in operating activities was $1,764,436 and $7,526 for the nine months ended January 31, 2015, and 2014, respectively.  The principal elements of cash flow used in operations for the nine months ended January 31, 2015 included a net loss of $2,935,471, offset by depreciation and amortization of $32,002 and stock issued and issuable for services of $1,198,000; and increased by changes in operating assets and liabilities of $58,967. The principal elements of cash flow used in operations for the nine months ended January 31, 2014 included a net loss of $8,012, offset by depreciation expense of $486.

Cash used in investing activities for the nine months ended January 31, 2015 consisted of $10,373 for the acquisition of equipment offset by $912 of cash received in the merger with STVU. No cash was used in investing activities$147,000 provided during the nine months ended January 31, 2014.2020.

Cash provided by financing activities was $1,536,398 for the nine months ended January 31, 2015 compared to no cash provided by financing activities for the nine months ended January 31, 2014. Financing activities for the nine months ended January 31, 2015 included $1,118,949 from the sale of common stock, $1,202,855 received for stock subscriptions offset by payments on loan payable of $93,350 and advances to related parties of $692,056.Quarterly Developments

Going ConcernNone.

Due toSubsequent Developments

None.

Going Concern

The accompanying unaudited interim consolidated condensed financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the uncertaintyCompany on a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of ourbusiness at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations and has an accumulated deficit of $9,139,707. The Company’s ability to meet our current operatingcontinue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and capital expenses, our independent auditors included an explanatory paragraph in their report onmonetization of intellectual property assets. These factors raise substantial doubt about the financial statements for the year ended April 30, 2014 regarding concerns about ourCompany’s ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this conclusion by our independent auditors.

Our unaudited consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unauditedThese consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that maymight be necessary should we beif the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts.

There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires usmanagement to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities atof the date of the financial statements. Such estimatesstatements and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiencesNote 1 to the Financial Statements describes the significant accounting policies and on various other assumptions that we believemethods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, be reasonable under the circumstances.contingencies and taxes. Actual results maycould differ materially from these estimates under differentthose estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and conditions. We continue to monitor significant estimates made duringused in the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.Financial Statements.

See Item 7, “Management’s DiscussionWe are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and Analysisthe amount of Financial Conditionthe loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and Resultsliabilities for the expected future tax consequences of Operations”temporary differences between the book carrying amounts and Note 2, “Summarythe tax basis of Significantassets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Recent Accounting Policies”Pronouncements

The Company has implemented all new accounting pronouncements that are in our auditedeffect. These pronouncements did not have any material impact on the financial statements asunless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Off Balance Sheet Arrangements

We have not entered into any 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 and for the year ended April 30, 2014, included in our Annual Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission (“SEC”) on September 10, 2014.would be considered material to investors.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk.

The disclosure required under this item is not requiredNot applicable to be reported by smaller reporting companies.

Item 4. Controls and Procedures.

In connection with the preparationEvaluation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company's management, with the participation of the principal executive officerDisclosure Controls and the principal financial officer, of the effectiveness of the Company'sProcedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) underof the Securities Exchange Act of 1934, ("Exchange Act")as amended (the “Exchange Act”) as of January 31, 2015. Disclosure controls and proceduresthat are designed to ensurebe effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission's rules and forms,Commission (the “SEC”), and that such information is accumulated and communicated to our management including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation,disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the Company's management concluded,effectiveness of our disclosure controls and procedures as of the end of the period covered by this report,report. Based on that the Company'sevaluation, they concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, withinfor the time periods specified inquarterly period ended January 31, 2021.

The following aspects of the Commission's rules and forms, and that such information was accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.Company were noted as potential material weaknesses:

There wereIn designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no changes occurred in ourthe Company’s internal controlcontrols over financial reporting that occurred during the period covered by this reportquarter ended January 31, 2021, that havehas materially affected, or areis reasonably likely to materially affect, ourthe Company’s internal controlcontrols over financial reporting.

PART II – OTHER INFORMATION

ItemItem. 1. Legal Proceedings.

We are currently notFrom time to time, we may become involved in any litigation that we believe could have a material adverse effect on our financial condition or resultsvarious lawsuits and legal proceedings which arise in the ordinary course of operations. Therebusiness. Litigation is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or,subject to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in whichinherent uncertainties, and an adverse decision could have a material adverse effect.result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors.

The disclosure required under this item isWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to be reported by smaller reporting companies.provide the information under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On November 25, 2014, pursuant to consulting agreements,Quarterly Issuances:

There were 7,500 shares issued for cash received of $15,000 and 10,000 shares of restricted common stock issued for services in the quarter ended January 31, 2021.

Subsequent Issuances:

The Company issued 450,000380,000 restricted common shares ofvalued at $1.00 per share for consulting services in the Company’s common stock to two consultants at a fair value of $45,000.  quarter ended April 30, 2021.

On November 25, 2014, pursuant to stock subscription agreements, the Company issued 3,610,180 shares of the Company’s common stock to 12 investors for $361,018.

On January 26, 2015, pursuant to a consulting agreement, the Company issued 1,500,000 shares of the Company’s common stock to a consultant at a fair value of $150,000. 

On January 26, 2015, the Company issued 1,000,000 shares of the Company’s common stock to two directors for fees at a fair value of $100,000. 

On February 2, 2015, the Company issued an aggregate of 2,080,000 shares of its common stock to three consultants as payment for services. These shares were valued at a fair value of $208,000 or $0.10 per share.

On February 2, 2015 and February 12, 2015, the Company issued 8,000,000 shares of its common stock to two investors for $800,000 in cash.

On February 2, 2015 and February 12, 2015, the Company issued 3,086,050 shares of its common stock at a value of $308,605 to investors which were included in common stock issuable at January 31, 2015 and for which it had previously received $308,605.

Proceeds from theThe above unregistered sales of equity securities are to be used for working capital purposes.

These securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but were issued in reliance uponon the exemption from registration providedunder Section 4(a)(2) of the Securities Act. These securities qualified for exemption under Section 4(a)(2) since the issuance by us did not involve a public offering. The offerings were not “public offerings” as defined in 4(a)(2) due to the insubstantial number of persons involved in the transactions, manner of the issuance and number of securities issued. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2)4(a)(2) since they agreed to and received securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.for these transactions.

Item 3. Defaults Upon Senior Securities.

None.None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

SIGNATURES

SIGNATURES

Pursuant toIn accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereuntohereunto duly authorized.

Select-TV Solutions, Inc.