UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K /A

(Amendment No. 1)



(Mark One)



x  ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2009



o  TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ______________ to ______________



Commission File Number 000-53701



MAYQUEST VENTURES, INC.



(Exact name of registrant as specified in its charter)





Delaware

To be applied for

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)



Mayquest Ventures, Inc.

c/o Hydrangea Holdings Ltd.

1 Glafkou Street, Office 1

1085 Nicosia, Cyprus



(Address of principal executive offices)



Tel: +357 22 511 880

(Registrants telephone number, including area code)



Securities registered under Section 12(b) of the Exchange Act:

None.



Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  No o



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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No x





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

o

Accelerated Filer

o

Non-accelerated Filer

o

Smaller Reporting Company

x

(Do not check if a smaller reporting company.)



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes x  No o



The aggregate market value of the common stock held by non-affiliates of the issuer was $0.00 on December 31, 2009.



As of December 1, 2010, there were 31,340,000 shares of common stock, par value $.0001, outstanding.





EXPLANATORY NOTE



This Form 10-K/A (Amendment No.1) is being filed by Mayquest Ventures, Inc. (the Company) to amend the Companys Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission (SEC) on March 31, 2010 (Initial 10-K).  This Form 10-K/A (Amendment No.1) is filed to amend the Initial 10-K in response to comments received from the SEC. Among other amendments, we are correcting the disclosures on page 23 of the Initial 10-K to correctly indicate that the Company is not an inactive entity as defined by Section 3-11 of Regulation S-X.







No attempt has been made in this Amendment to modify or update the other disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the original 10-K (i.e., those events occurring after March 31, 2010) or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the 10-K and our other filings with the SEC.





In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.



TABLE OF CONTENTS



PART II



ITEM 8

Financial Statements and Supplementary Data





PART IV



ITEM 15

Exhibits and Financial Statement Schedules





SIGNATURES



PART II



ITEM 8

Financial Statements and Supplementary Data





Stan J.H. Lee, CPA

2160 North Central Rd.  Suite 203 * Fort Lee * NJ 07024

P.O. Box 436402 *San Ysidro * CA 92143-9402

619-623-7799 * Fax 619-564-3408 * E-mail) stan2u@gmail.com



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders

Mayquest Ventures, Inc.

(A Development Stage Company)



We have audited the accompanying balance sheet of Mayquest Ventures, Inc. as of December 31, 2009, and the related statements of operation, shareholders' equity (deficit) and cash flows for the period from February 9, 2009 (inception date) to December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  An  audit includes consideration of internal control over financial  reporting  as  a  basis  for  designing  audit  procedures  that  are appropriate  in  the  circumstances, but  not  for the purpose of expressing an opinion  on  the  effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mayquest Ventures, Inc. as of December 31, 2009, and the results of its operation and its cash flows for the period aforementioned in conformity with U.S. generally accepted accounting principles.



The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the note to the financial statements, the Company has established any source of revenue to cover its operating costs and losses from operations raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Stan J.H. Lee, CPA

----------------------------------

Stan J.H. Lee, CPA

November 28, 2010

Fort Lee, NJ





MAYQUEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

|                                                                                                         | As of 
December 31, 2009 |       
|-------------------------------------------------------------------------------------------------------- | ------------------------ | ------
|                                                                                                         |                         
|ASSETS                                                                                                   |                          |       
|Current Assets                                                                                           |                          |       
|Cash and cash equivalents                                                                                | $                        |      
|                                                                                                        
|                                                                                                         |                         
|Total Current Assets                                                                                     |                          |      
|                                                                                                         |                          |       
|                                                                                                         |                         
|Total Assets                                                                                             | $                        |      
|                                                                                                         |                          |       
|                                                                                                         |                         
|                                                                                                         |                          |       
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                     |                          |       
|Current Liabilities                                                                                      | $                        |      
|                                                                                                         |                         
|Total Liabilities                                                                                        |                          |      
|                                                                                                         |                         
|                                                                                                         |                          |       
|Stockholders Equity (Deficit)                                                                           |                          |       
|Preferred stock - $.0001 par value; 20,000,000 shares
authorized; 0 shares issued and outstanding        |                          |       
|Common stock - $.0001 par value; 250,000,000 shares
authorized; 31,340,000 shares issued and outstanding |                          | 3,134 
|Deficit accumulated during development stage                                                             |                          | (3,134
|                                                                                                         |                         
|Total Stockholders Equity (Deficit)                                                                     |                          |      
|                                                                                                         |                         
|Total Liabilities and Stockholders Equity                                                               | $                        |      
|                                                                                                         |                         







The accompanying notes are an integral part of these financial statements.





MAYQUEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

|                                                                |   | As of 
December 31, 2009 |   |   | February 9, 2009 
(inception) to 
December 31, 2009 |  
|--------------------------------------------------------------- | - | ------------------------ | - | - | --------------------------------------------------- | -
|                                                                |  
|Revenues                                                        |   |                          |   |   |                                                     |  
|Revenues                                                        | $ |                         |   | $ |                                                    |  
|                                                                |  
|Total Revenues                                                  |   |                         |   |   |                                                    |  
|                                                                |  
|                                                                |   |                          |   |   |                                                     |  
|Operating Costs and Expenses                                    |   |                          |   |   |                                                     |  
|General & Administrative Expenses                               |   | 3,134                    |   |   | 3,134                                               |  
|                                                                |  
|Total Operating Costs and Expenses                              |   | 3,134                    |   |   | 3,134                                               |  
|                                                                |  
|                                                                |   |                          |   |   |                                                     |  
|Net Income (Loss)                                               | $ | (3,134                   | ) | $ | (3,134                                              | )
|                                                                |  
|                                                                |   |                          |   |   |                                                     |  
|Basic and diluted loss per common share                         | $ | (0.00                    | ) | $ | (0.00                                               | )
|                                                                |  
|Basic and diluted weighted average
   Common shares outstanding |   | 31,340,000               |   |   | 31,340,000                                          |  
|                                                                |  

The accompanying notes are an integral part of these financial statements.





MAYQUEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

|                                     |  | Common Stock |  |        |       |                             |   |                                                      |  |       |        |  
|------------------------------------ |  | ------------ |  | ------ | ----- | --------------------------- | - | ---------------------------------------------------- |  | ----- | ------ | -
|                                     |  |              |  |        |       |                             |   |                                                      |  |       |        |  
|                                     |  | Shares       |  | Amount |       | Additional
Paid In 
Capital |   | (Deficit 
Accumulated
during the 
development
stage) |  | Total |       
|                                     |  |             
|                                     |  |              |  |        |       |                             |   |                                                      |  |       |        |  
|Common shares issued for services to |  |              |  |        |       |                             |   |                                                      |  |       |        |  
|founder on February 9, 2009          |  | 31,340,000   |  | $      | 3,134 |                             | $ |                                                     |  | $     |       |  
|                                     |  |              |  |        |      
|Net loss                             |  |              |  |        |      |                             |   |                                                     |  |       | (3,134 | )
|                                     |  |             
|                                     |  |              |  |        |       |                             |   |                                                      |  |       |        |  
|Balance at December 31, 2009         |  | 31,340,000   |  | $      | 3,134 |                             | $ |                                                     |  | $     | (3,134 | )
|                                     |  |             

The accompanying notes are an integral part of these financial statements.





MAYQUEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

|                                                     | From February 9,2009 (inception)
To
December 31, 2009 |        
|---------------------------------------------------- | ----------------------------------------------------- | -------
|                                                     |                                                      
|Cash Flows from Operating Activities                 |                                                       |        
|Net income (loss)                                    | $                                                     | (3,134)
|Changes in working capital                           |                                                       |        
|                                                     |                                                      
|Net Cash Provided (Used) by Operating Activities     |                                                       | (3,134)
|                                                     |                                                      
|                                                     |                                                       |        
|Cash Flows from Investing Activities                 |                                                       |       
|                                                     |                                                      
|Net Cash Used in Investing Activities                |                                                       |       
|                                                     |                                                      
|                                                     |                                                       |        
|Cash Flows from Financing Activities                 |                                                       |        
|Common stock issued to founder for services rendered | $                                                     | 3,134  
|                                                     |                                                      
|Net Cash Provided by Financing Activities            |                                                       | 3,134  
|                                                     |                                                      
|                                                     |                                                       |        
|Net Change in Cash and Cash Equivalents              |                                                       |       
|                                                     |                                                       |        
|Cash and Cash Equivalents at Beginning of Period     |                                                       |       
|                                                     |                                                      
|                                                     |                                                       |        
|Cash and Cash Equivalents at End of Period           | $                                                     |       
|                                                     |                                                      
|                                                     |                                                       |        
|Noncash Financing and Investment Activities          |                                                       |        
|Common stock issued to founder for services rendered |                                                       | 3,134  
|                                                     |                                                       |        
|Supplemental Cash Flow Information                   |                                                       |        
|Interest paid                                        | $                                                     |       
|Income taxes paid                                    | $                                                     |       



The accompanying notes are an integral part of these financial statements.



MAYQUEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009

NOTE 1 BUSINESS DESCRIPTION AND ORGANIZATION

Mayquest Ventures, Inc. ("Mayquest") was incorporated in Delaware on February 9, 2009 and has been inactive since inception. Mayquest intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

The Company is a development stage company as defined by ASC 915-10-05, Development Stage Entity.  The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated, since inception, have been considered as part of the Companys development stage activities.

Mayquest has elected a fiscal year ending on December 31.

A.     Cash and cash equivalents

Cash and cash equivalents include cash on hand, cash accounts, interest bearing savings accounts and time certificates of deposit with a maturity of three months or less when purchased.

B.     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 disclosures 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.

C.     Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, Accounting for Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is more likely than not that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

D.     Basic Loss Per Common Share

Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at December 31, 2009 for purposes of computing fully diluted earnings per share.

E.     Impact of New Accounting Standards

Mayquest does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Mayquests results of operations, financial position, or cash flow.

NOTE 3 SHAREHOLDERS EQUITY

Preferred Stock

Mayquests board of directors has the authority to establish and fix the designation, powers, or preferences of preferred shares without further vote by the shareholders.

Mayquest has the following classes of capital stock as of December 31, 2009:

| |  | Common stock  250,000,000 shares authorized; $0.0001 par value; 31,340,000 shares issued and outstanding.
| | - | ----------------------------------------------------------------------------------------------------------
| |   |                                                                                                           
| |  | Preferred stock  20,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding.      
| |   |                                                                                                           



|
|





Note 4  GOING CONCERN



The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.



PART IV



ITEM 15

Exhibits



Exhibits





31.1

Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the

Securities Exchange Act of 1934





31.2

Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the

Securities Exchange Act of 1934





32

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



MAYQUEST VENTURES, INC.











Dated: December 1, 2010

By:

/s/ Roman Zherdytskyi







Roman Zherdytskyi





President and Director





Principal Executive Officer



Principal Financial Officer



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.







Title

Date



/s/ Roman Zherdytskyi

President, Secretary, Chief

December 1, 2010

Roman Zherdytskyi

Financial Officer and Sole Director







Exhibit 31.1



Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427



I, Roman Zherdytskyi, certify that:



1.  I have reviewed this report on Form 10-K (Amendment No. 1) of Mayquest Ventures, Inc.;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:



a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;



d) disclosed in this report any change in registrants internal control over financial reporting the occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a) all deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



Date: December 1, 2010





/s/ Roman Zherdytskyi

Roman Zherdytskyi

Principal Executive Officer









Exhibit 31.2



Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427



I, Roman Zherdytskyi, certify that:



1.  I have reviewed this report on Form 10-K (Amendment No.1) of Mayquest Ventures, Inc.;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:



a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;



d) disclosed in this report any change in registrants internal control over financial reporting the occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a) all deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



Date: December 1, 2010





/s/ Roman Zherdytskyi

Roman Zherdytskyi

Principal Financial Officer





Exhibit 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Mayquest Ventures, Inc. (the Company) on Form 10-K for the fiscal year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Roman Zherdytskyi, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





/s/ Roman Zherdytskyi



Roman Zherdytskyi

Principal Executive Officer

December 1, 2010







/s/ Roman Zherdytskyi



Roman Zherdytskyi

Principal Financial Officer

December 1, 2010