10-QSB

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________ to _____________

Commission file number 000-51081

Learning Quest Technologies, Inc.

(Exact name of small business issuer as specified in its charter)

Nevada

88-0485183

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

1065 West 1150 South, Provo, UT 84601

(Address of principal executive offices)

801-358-8591

(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issues (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 S No £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 13b-2 of the Exchange Act).

Yes S No £

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes £ No £

APPLICABLE ONLY TO CORPORATE ISSUES

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

As of November 1, 2007 there were 50,000,000 shares of $.001 par value common stock issued and outstanding

Transitional Small Business Disclosure Format (Check one): Yes £ No S

SEC2334(9-05)

Persons who are to respond to the collection of information contained in this form are

not required to respond unless the form displays a currently valid OMB control

number.

FORM 10-QSB

LEARNING QUEST TECHNOLOGIES, INC.

INDEX


		Page
PART I.	Financial Information

	Item 1. Unaudited Financial Statements	3
	Balance Sheets – September 30, 2007 (Unaudited) and December 31, 2006 (Audited)	3
	Unaudited Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006, and for the Cumulative period Through September 30, 2007	4

	Unaudited Statements of Cash Flows for the Three and Nine Months Ended September 30, 2007 and 2006, and for the Cumulative period Through September 30, 2007	5

	Notes to Unaudited Financial Statements	6

	Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation	7

	Item 3. Controls and Procedures	10

PART II.	Other Information Item 6. Exhibits and Reports on Form 8-K	10 10
	Signatures	11

(Inapplicable items have been omitted)


LEARNING QUEST TECHNOLOGIES, INC.
(A Development Stage Company)
BALANCE SHEETS

		September 30,		December 31,
ASSETS		2007		2006
		(Unaudited)		(Audited)
Current assets:
Cash	$	2,139	$	407
Prepaid Expenses		2,500		-

Total Current Assets		4,639		407

Total Assets	$	4,639	$	407


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	3,352	$	3,683
Accrued Expenses		200		200
Interest Payable		774		231
Notes Payable - Related Party		23,000		1,500

Total Current Liabilities		27,326		5,614

Total Liabilities		27,326		5,614

Stockholders' equity (deficit):
Preferred stock, $.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding		-		-
Common stock, $.001 par value, 50,000,000 shares
authorized, 50,000,000 and 50,000,000 shares issued
and outstanding, respectively		50,000		50,000
Additional paid-in capital		52,500		51,750
Deficit accumulated during the development stage		(125,187)		(106,957)

Total stockholders' equity (deficit)		(22,687)		(5,207)

Total liabilities and stockholders' equity (deficit)	$	4,639	$	407


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


LEARNING QUEST TECHNOLOGIES, INC.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


		Three Months Ended				Nine Months Ended
		September 30,				September 30,				Cumulative
		2007		2006		2007		2006		Amounts

Sales, net	$	-	$	-	$	-	$	-	$	-

General and administrative costs		4,038		6,375		18,230		19,581		67,976

Net loss before income taxes		(4,038)		(6,375)		(18,230)		(19,581)		(67,976)
Provision for income taxes		-		-		-		-		-

Loss from continuing operations		(4,038)		(6,375)		(18,230)		(19,581)		(67,976)

Loss from discontinued operations, net of taxes of $0		-		-		-		-		(57,211)

Net loss	$	(4,038)	$	(6,375)	$	(18,230)	$	(19,581)	$	(125,187)

Loss per common share - basic and diluted
Loss from continuing operations	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Loss from discontinued operations	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Total loss per share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average common shares - basic and diluted		50,000,000		36,844,348		50,000,000		27,695,736

The accompanying notes are an integral part of these financial statements


LEARNING QUEST TECHNOLOGIES, INC.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2007 and 2006

						Cumulative
		2007		2006		Amounts
Cash flows from operating activities:
Net loss	$	(18,230)	$	(19,581)	$	(125,187)
Services contributed by stockholders		750		500		1,750
Adjustments to reconcile net loss to net cash
used in operating activities:
(Increase) decrease in prepaid expenses		(2,500)		(248)		(2,500)
Increase (decrease) in:
Accounts payable		(131)		(6,517)		3,573
Accrued expenses		343		(1,400)		692
Net cash used in operating activities		(19,768)		(27,246)		(121,672)

Cash flows from investing activities:		-		-		-

Cash flows from financing activities:
Proceeds from issuance of common stock		-		17,811		85,811
Proceeds from notes payable-related party		21,500		25,000		76,250
Payments on notes payable - related party		-		(10,000)		(38,250)

Net cash provided by financing activities		21,500		32,811		123,811

Net increase (decrease) in cash		1,732		5,565		2,139

Cash, beginning of period		407		75		-

Cash, end of period	$	2,139	$	5,640	$	2,139

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

Supplemental Disclosures of Cashflow Information
Non-cash Financing Activities
Common stock issued for debt	$	-	$	15,189	$	15,189
Services contributed by stockholders	$	750	$	500	$	1,500

LEARNING QUEST TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2007

Note 1 - Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared by management in accordance with the instructions in Form 10-QSB and, therefore, do not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Company’s Form 10-KSB for the year ended December 31, 2006, filed with the Securities and Exchange Commission. These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim operations are not necessarily indicative of the results to be expected for the full year ended December 31, 2007.

Note 2 – Additional Footnotes Included By Reference

There have been no other material changes in the information disclosed in the notes to the financial statements included in the Company’s Form 10-KSB for the year ended December 31, 2006, filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by reference.

Note 3 - Going Concern

At September 30, 2007 the Company has an accumulated deficit, has incurred losses since inception as well as negative cash flow from operations. These conditions raise substantial doubt about he ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s ability to continue as a going concern is subject to obtaining necessary funding from outside sources.

Note 4 – Equity Conversion

On April 19, 2006 the Company converted the outstanding related notes payable owed to Fred Hall into 15,198,000 shares of restricted common stock of the Company. At that time, Mr. Hall was appointed sole officer and director of the Company.

On September 9, 2006 the Company issued 17,802,000 shares of restricted common stock of the Company to Fred Hall in consideration of $17,811.

Note 5 – Subsequent Events

Subsequent to the date of this report, shareholders approved a reverse split of the currently issued and outstanding common stock of the Company on a 2 to 1 ratio, with no shareholder being reversed to less than a round lot of 100 shares. The stockholders holding shares representing 86% of the votes entitled to be cast at a meeting of the Company’s stockholders, consented in writing to the proposed actions. We anticipate the reverse stock split to become effective on or about December 3, 2007.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the "Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.

History

We were formed as a Nevada corporation on January 11, 2001, originally under the name of Learning Quest Technologies, Inc. We were in the business of developing, licensing and marketing educational products and services. Our business model centered on the development and distribution of high quality, educational tools and solutions for creating, authoring, publishing, presenting and selling education and training materials and content via the Internet. We commenced limited operations but were unsuccessful in fully implementing our business plan. We have ceased operations and have focused our efforts on seeking a business opportunity. We are now considered a “blank check” company.

Plan of Operation

The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.

The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.

Because we have no specific business plan or expertise, our activities are subject to several significant risks. In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.

Sources of Opportunities

We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.

We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people.

Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests. In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.

Criteria

We will not restrict our search to any particular business, industry or geographical location. We may acquire a business opportunity in any stage of development. This includes opportunities involving “start up” or new companies. In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company. We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.

In analyzing prospective business opportunities, management will consider the following factors:

available technical, financial and managerial resources;

working capital and other financial requirements;

the history of operations, if any;

prospects for the future;

the nature of present and expected competition;

the quality and experience of management services which may be available and the depth of the management;

the potential for further research, development or exploration;

the potential for growth and expansion;

the potential for profit;

the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.

Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.

Methods of Participation of Acquisition

Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation. Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions. Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.

Procedures

As part of the our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity. We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.

We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:

descriptions of product, service and company history; management resumes;

financial information;

available projections with related assumptions upon which they are based;

an explanation of proprietary products and services;

evidence of existing patents, trademarks or service marks or rights thereto;

present and proposed forms of compensation to management;

a description of transactions between the prospective entity and its affiliates;

relevant analysis of risks and competitive conditions;

a financial plan of operation and estimated capital requirements;

and other information deemed relevant.

Competition

We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.

Employees

We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business. We do not have any employment or compensation agreements in place with our officers and directors although they are reimbursed for expenditures advanced on our behalf.

Description of Property.

We do not currently own any property. We utilize office space in the residence of Fred Hall at no cost. We will not seek independent office space until we pursue a viable business opportunity and recognize income.

Results of Operations for the Three-Month Periods Ended September 30, 2007 and 2006

The Company generated no revenue during the three-month periods ended September 30, 2007 and 2006.

General and administrative expenses for the three months ended September 30, 2007 were $4,038 compared to general and administrative expenses of $6,375 during the three-month period ended September 30, 2006. Expenses consisted of general corporate administration, legal and professional fees, and accounting and auditing costs. As a result of these factors, the Company realized a net loss of $4,038 for the three-month period ended September 30, 2007 and a net loss of $6,375 for the comparable period in 2006.

Results of Operations for the Nine-Month Periods Ended September 30, 2007 and 2006

The Company generated no revenue during the nine-month periods ended September 30, 2007 and 2006.

General and administrative expenses for the nine months ended September 30, 2007 were $18,230 compared to general and administrative expenses of $19,581 during the nine month period ended September 30, 2006. Expenses consisted of general corporate administration, legal and professional fees, and accounting and auditing costs. As a result of these factors, the Company realized a net loss of $18,230 for the nine month period ended September 30, 2007 and a net loss of $19,581 for the comparable period in 2006.

Liquidity and Capital Resources

At September 30, 2007 the Company’s total assets consisted of $4,639 which included $2,139 in cash and $2,500 in prepaid expenses. The Company has $27,326 in liabilities consisting of accounts payable of $3,352, accrued expenses of $200, interest payable of $774 and a note payable to a related party of $23,000.

The Company has no material commitments for the next twelve months. Currently the Company has a capital deficit and its current liquidity needs cannot be met with the cash on hand. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. In the past we have relied on advances from our president to cover our operating costs. Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months. However, there can be no assurances to that effect. Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period. At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future. Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.

Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.

Subsequent Events

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the three months ended September 30, 2007.

Exhibits

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.


Exhibit No.	SEC Ref. No.	Title of Document	Location

1	31.1	Certification of the Principal Executive Officer/
		Principal Financial Officer pursuant to Section 302
		of the Sarbanes-Oxley Act of 2002	Attached

2	32.1	Certification of the Principal Executive Officer/
		Principal Financial Officer pursuant to U.S.C.
		Section 1350 as adopted pursuant to Section 906
		of the Sarbanes-Oxley Act of 2002*	Attached

* The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LEARNING QUEST TECHNOLOGIES, INC.

Date: November 13, 2007

By: /s/ Fred Hall

Fred Hall

Chief Executive Officer and

Chief Financial Officer