TABLE OF CONTENTS

Explanatory Note

PART I

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains statements that constitute forward-looking statements withinQuture International, Inc. is filing this comprehensive annual report on Form 10-K for the meaningfiscal years ending April 30, 2020, and 2019 (the “Comprehensive Annual Report”) as part of Section 27A ofits effort to become current in its filing obligations under the Securities Act of 1933, as amended (the "Securities Act) and the Securities Exchange Act of 1934, as amended, (the "Exchange Act"“Securities Act”). Various matters discussed in this document and in documents incorporated by reference herein, including matters discussed under the caption "Plan of Operation," may constitute forward-looking statements for purposes of the Securities Act and the Exchange Act. These statements are based on many assumptions and estimates and are not guarantees of future performance and may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Techs Loanstar, Inc. (the "Company" or "Techs Loanstar") to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," and similar expressions are intended to identify such forward-looking statements. The Company's actual results may differ materially from the results anticipated in these forward-looking statements.

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

References in thisThis Comprehensive Annual Report to "Techs Loanstar," "Registrant," "we," "our," "us," and the "Company" refer to Techs Loanstar, Inc. Techs Loanstar was incorporated in the State of Nevada as a for-profit company on April 7, 2006. On March 14, 2012 the Company changed its name with the Secretary of State of Nevada to Quture International, Inc. The Company plans to file with the appropriate regulatory bodies the name change as well as a new ticker symbol to better reflect the company's core business.

SHARE EXCHANGE TRANSACTION WITH QUTURE, INC.

On July 25, 2011, the Company entered into a securities exchange agreement with Quture, Inc., a Nevada corporation (“Quture”).  Pursuant to the Agreement, the Company agreed to acquire all of the outstanding capital stock of Quture in exchange for a number of shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) equal to eighty-five percent (85%) of the issued and outstanding common stock of the Company following the Exchange.  

On August 9, 2011, the Registrant entered into and consummated the First Amendment to the Agreement Concerning that Exchange of Securities (the “Share Exchange Agreement”) with Quture and the shareholders of Quture.  Upon consummation of the transactions set forth in the Share Exchange Agreement (the “Closing”), the Registrant adopted the business plan of Quture.  

Pursuant to the Share Exchange Agreement, the Registrant acquired all of the outstanding capital stock of Quture in exchange (the “Exchange”) for the original issuance of an aggregate of 1,938,543,110 shares (the “Exchange Shares”) of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”).  The Registrant initially issued 400,000,000 Exchange Shares to the shareholders of Quture and, following an amendment of the Registrant’s Articles of Incorporation, the remaining Exchange Shares were available to be issued to Quture shareholders.  The Exchange Shares were issued on a pro rata basis, on the basis of the shares held by such security holders of Quture at the time of the Exchange.  As a result of the Exchange, Quture became a wholly-owned subsidiary of the Registrant and the shareholders of Quture beneficially at Closing, owned approximately eighty-five percent (85%) of the issued and outstanding Common Stock of the Registrant.  The parties have taken the actions necessary to provide that the Exchange is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended.  The Agreement contains customary representations, warranties and covenants of the Registrant and Quture for like transactions. The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the Agreement attached as Exhibit 10.1 to the Current Report on Form 8-K filed August 12, 2011our first periodic filing with the Securities and Exchange Commission (the “SEC”) since the filing of our quarterly report on Form 10-Q for the quarter ended January 31, 2013. Included in this Comprehensive Annual Report are our audited financial statements for the fiscal years ended April 30, 2020, and 2019, which have not been previously filed with the CurrentSEC.

Cautionary Note Regarding Forward-Looking Statements

This Comprehensive Annual Report on Form 8K/A filed10-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “pursue,” “expect,” “predict,” “project,” “goals,” “strategy,” “future,” “likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future acquisition or merger targets, business strategies, macro-economic and sector-specific trends, future cash flows, financing plans, plans and objectives of management, and any other statements which are not statements of historical facts.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on September 22,our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, inability to successfully conclude acquisitions of target companies or assets which are reasonably capable of generating positive cash flow in the near future, legal and regulatory changes in the jurisdictions in which we operate, volatility or decline in our stock price, potential fluctuation of our quarterly and annual financial and operational results, rapid adverse changes in markets, decline in demand for our goods and services, insufficient revenues to cover our operating costs and such other factors as discussed in the sections “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within this Comprehensive Annual Report on Form 10-K.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

All references in this Comprehensive Annual Report on Form 10-K to the “Company,” “QUTR,” “Quture”, “we,” “us” or “our” are to Quture International, Inc.

PART I

Item 1. Business.

Quture, Inc. (“Quture International, Inc, “Quture”, or the “Company”), is a Nevada corporation, was formed in April 2011 to become an emerging healthcare knowledge solution company created to transform health and healthcare by developing the standard in measuring clinical performance and outcomes. The Company developed medical software with the SEC.tools and analytics intended to reduce costs while improving clinical performance, outcomes, predictive insight, and evidence-based best clinical processes 

On August 10, 2011, as a covenant to the Agreement, holders of a majority of the Registrant’s outstanding Common Stock voted to amend the Registrant’s Articles of Incorporation to increase the number of its authorized shares of capital stock from 900,000,000 shares to 2,510,000,000 par value $0.001 shares (the “Amendment”) of which (a) 2,500,000,000 shares were designated as Common Stock and (b) 10,000,000 shares were designated as blank check preferred stock.

AtDuring the effective timeperiod from March 22, 2013 through December 26, 2019, the Company was dormant.

On December 27, 2019, Custodian Ventures, LLC, an entity controlled by David Lazar was appointed by the Nevada Court as the custodian of Quture. On December 31, 2019, Mr. Lazar became the only Director and Officer of the Company also acting as its President, Treasurer and Secretary.

On April 5, 2020, the Company granted Mr. Lazar 10,000,000 preferred shares with super voting rights of 21,000,000,000 common shares

The Company’s accounting year-end is April 30.

Competitive Business Conditions and Strategy; Our Position in the Industry

The Company has been a dormant shell company since approximately 2013 and under new management is currently seeking investment opportunities.

Patents, Trademarks, Licenses, Agreements or Contracts

The Company does not own or license any registered intellectual property.

Research and Development

The Company engages in no research and development activities.

Employees

The Company has no employees.

Reports to Security Holders

The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports and other electronic information regarding Quture International, Inc. and filed with the SEC at http://www.sec.gov.

Smaller Reporting Company Status

We also qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as, among other possible qualifications, a company with a public equity float of less than $250 million. To the extent that we remain a smaller reporting company at such time as are no longer an emerging growth company, we will still have reduced disclosure requirements for our boardpublic filings, some of directors and officers was reconstituted bywhich are similar to those of an emerging growth company, including not being required to comply with the resignationauditor attestation requirements of Henry Fong as Director, President and Chief Executive OfficerSection 404 of the RegistrantSarbanes-Oxley Act and the appointment of G. Landon Feazell asreduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

Item 1A. Risk Factors

As a member“smaller reporting company,” we are not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Anchorage’s principal business and corporate address is 3445 Lawrence Avenue, Oceanside, NY 11572. The telephone number at our corporate address is +1 (646) 768-8417. Other than this mailing address, Quture International, Inc. does not currently maintain any physical or other office facilities, and we do not anticipate the need for maintaining office facilities at any time in the foreseeable future. The Company pays no rent or other fees for the use of the Registrant’s Boardmailing address as this address is used virtually full-time by activities of Directors, Chief Executive Officer and President, and Geoffrey L. Feazell as Treasurer and Secretary of the Registrant.

For SEC reporting purposes, Quture is treated as the continuing reporting entity that acquired Techs (the historic registrant). The reports filed after the transaction have been prepared as if Quture (accounting acquirer) were the legal successor to Techs’ reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Quture, for all periods prior to the share exchange and consolidated with Techs from the date of the share Exchange. Quture previously had a December 31 fiscal year end, but has now assumed the fiscal year end of Techs Loanstar, Inc., the legal acquirer. Accordingly, the financial statements presented herein are the audited financial statements for the years ended April 30, 2012 and 2011 are of Quture, Inc., and from August 9, 2011 are consolidated with Techs Loanstar, Inc. All share and per share amounts of Quture have been retroactively adjusted to reflect the legal capital structure of Techs pursuant to FASB ASC 805-40-45-1.

Quture was incorporated in the state of Nevada on April 21, 2011. The Company develops medical software with tools and analytics to reduce costs while improving clinical performance, outcomes, predictive insight, and evidence-based best clinical processes. Effective July 1, 2011, Quture merged with Q3, LLC (“Q3”), a Florida Limited Liability Company, whereby Quture was the legal acquirer and Q3 is the accounting acquirer. Accordingly, Quture’s historical financial results, includes Q3 prior to July 1, 2011 and consolidated with Quture from July 1, 2011.

Quture is an emerging healthcare knowledge solution company created to transform health and healthcare by developing the standard in measuring clinical performance and outcomes.  The Company’s products focus on using actual clinical data from existing electronic databases to measure performance and outcomes applying analytics. The Quture technology leverages its Application Partnership with InterSystems Corporation.  InterSystems’ technology is already used in over 66% of the hospitals in America.  Quture, using this fully developed technology platform converts manual processes to electronic processes to integrate clinical data from existing disparate electronic data sources in healthcare organizations. The Company’s product uses InterSystems’ data integration product Ensemble already programmed for every electronic medical record (EMR) and database.  Quture is immediately able to collect and integrate performance metrics into the InterSystems Cache database customized for the Quture application through this partnership.  By licensing the InterSystems technology and implementing the company’s clinical content and performance measures, Quture has the potential to develop the most powerful clinical knowledge database in the world.  Quture will deliver to customers the clinical data for value-based purchasing.  Performance-based and value calculated clinical data will ultimately determine what payers do and do not want to pay for and the clinical knowledge to support new mandated payment systems while improving care.

Quture, Inc. (“Quture”), a Nevada corporation, was formed in April 2011 and on July 25, 2011 entered into a Share Exchange Agreement (the “Agreement) with Techs Loanstar (“TCLN”). Pursuant to the Agreement, Quture became a subsidiary of TCLN.  Corporate strategy includes filing for a name change of Techs Loanstar to Quture International, Inc., in Nevada and completing negotiations with another subsidiary to leverage its technology for Quture’s planned expansion.  The initial focus of Quture’s products is for hospital customers and influencers.  Quture then intends to market its other product to physicians and physician groups, especially invasive physicians. Quture’s fully developed and existing products, discussed below, are being enhanced and migrated to the InterSystems technology platform.  Performance and outcomes measurement functionality is the core intellectual property, technology and clinical content of both products, one primarily for hospitals and one primarily for surgery centers and physicians performing invasive procedures.  Quture then plans to rapidly expand its products and business to patients and payers, leveraging its clinical performance knowledge and database.  Product strategy inevitably first focuses on health care and then expands to personalized medicine, health and wellness.  

We believe the Company’s products and services will become an essential technology and tool to improve care and health, while reducing costs. The demand to measure performance is coming from all stakeholders involved in both payment and delivery. Measuring performance is now mandatory and is the new foundation of how providers are reimbursed, granted privileges to practice in hospitals, and, in the near future, selected by patients for their care.  

The core competence of Quture pivots on its product with clinical content to measure performance.  Quture’s clinical content is evidence-based optimal clinical processes and clinical performance measures developed for over 35 years as the leading the hospital performance measurement company.  This content has been developed through external peer review and peer review products and services.  We know what to measure, where to find it, and how to use it to continuously improve clinical processes.  Quture intends to license its transformative and disruptive technology and, through relationships with its customers, continuously develop its clinical database and expand upon its clinical content to know what works, which best provides these specific clinical services, and the relative cost to outcome ratio determining value.    

Quture’s mission is to become the international standard in healthcare performance and outcomes measurement. Quture provides healthcare organizations, insurers, government and private sector payers, and others in the healthcare community with performance and outcomes measurement tools and data sets. Industry experts agree that these performance measures are the “transformative tool” that reduce medical cost and improve quality of care. Quture’s management team has 35 years of experience and a long history of working with many of the nation’s leading healthcare institutions as a leader and innovator in measuring clinical performance. The Company intends to potentially accelerate its growth and revenues through mergers and acquisitions.  Existing relationships provide the Company with unique business opportunities for such mergers and acquisitions.

Quture is conceived on the premise that optimal health and health care can be empowered by its performance and outcomes tools and the clinical data that will be derived from that technology.  Quture is dedicated to the proposition that its quality-value equation is an unparalleled business opportunity and within the existing core competenceshareholder of the Company.

TARGET MARKETS AND MARKETING STRATEGY

Our target marketsencompass the total arrayWe do not currently have any investments or other interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of customers of health and healthcare products, data, and services.  Marketing strategy sequences this market beginning with hospitals, then physicians and physician groups, and then patients and payers.

We intend to introduce the Company’s QualOptima performance measurement product into the market after completion of a formal “clinical trial” at the University of Miami, Miller School of Medicine and Jackson Memorial Hospital. The proof of concept Phase I portion of that demonstration project has been successfully completed based on sample data and to the satisfaction of Quture and InterSystems The QualOptima product is further demonstrated at Niagara Falls Memorial Hospital, Niagara Falls, New York, for performance measurement of nursing-sensitive measures to become “interdisciplinary” performance measurement. An existing customer of Quture, Springhill Medical Center, Springhill, LA, is evaluating the QualOptima product to replace its existing license with Quture for peer review. The QualOptima product will then have been demonstrated, if successful, to transition from strictly peer review to performance measurement on the InterSystems platform for interdisciplinary performance and outcomes measurement. Quture then intends to evaluate data from these hospital projects for return on investment (ROI) potential of the QualOptima product for commercial marketing and sales. After successful demonstrationpersons engaged in cooperation with InterSystems, where the InterSystems products are being demonstrated to meet the requirements and specifications of Quture, the QualOptima product will be formally launched and then commercialized.  QualOptima is now being expanded from the demonstration in anesthesiology to the more than 40 medical specialties.  The Company plans to negotiate contracts and licenses to install QualOptima in reference hospitals during the fall months of 2012 as part of the go to market strategy of the Company.  

The “go to market strategy” will focus on existing strong relationships with major hospital corporations, including their self-insured trusts, at several flagship hospitals, designed to mature into sales to large hospital systems.  We anticipate other reference hospital installations will focus on specific product components, including the relationship between performance and outcomes measures, one focused on the natural language processing software component and aggregated medical specialties and specific federal initiatives, such as re-hospitalizations and hospital acquired conditions. Significantly, the Niagara Falls Memorial Hospital project is focused on a hospital acquired condition, eliminating or at least reducing cather-acquired urinary tract infections.

Initial sales are being pursued through marketing and sales for installation.  Initial customers will be carefully coordinated with InterSystems.  InterSystems will accompany Quture sales engineers with their own sales engineers for sales presentations. The Company is also partnering with prominent national healthcare law firms and accounting firms, jointly conducting several summit meetings for their clients and inviting potential customers – stressing compliance and the threat of negligent credentialing as motivators and leveraging their representation and influence with hospital boards and senior executives.  The Quture product database and clinical process, quality and patient safety management, and medical staff credentialing processes will provide new and unique consulting opportunities for these firms in concert with Quture.

The Company anticipates marketing and sales of the QSurg product will follow introduction of the QualOptima product, projected by Quture to begin six (6) months after commencement of marketing and sales of QualOptima.  

PRODUCTS

Quture owns two (2) fully developed and tested products; both are being migrated from a Microsoft technology platform onto the InterSystems technology platform, with the Cache object-oriented database serving as the foundation for each and providing a unified Quture database to be called the “Qualytx” database.  Real-time clinical data is captured electronically from multiple vendor disparate databases using the Ensemble interface engine and aggregated into the Qualytx database. The DeepSee dashboard and Zen report writer technology are functionalities existing in the InterSystems Ensemble Enterprise suite of products. The Quture products on the InterSystems platform are (QualOptima) or are planned to be (QSurg) as follows:

QualOptima –clinical performance measurement with analytics,

And

QSurg –surgerycenter electronic medical record (EMR) with a simplified QualOptima (“QuOp”) performance analytics application embedded.

QUALOPTIMA

QualOptima – electronically captures, integrates, and analyzes performance and outcomes data from Quture’s performance metrics from multiple vendor product disparate hospital databases.  QualOptima contains the proprietary library of performance measures, with precisely defined numerator and denominator specifications, including all performance measures published by the Physician Consortium for Performance Improvement (PCPI) of the American Medical Association.  The performance measures are mapped at key interventions or data “nodes” in an evidence-based optimal clinical process, as follows:

The clinical data structure includes individual patient risk factors, performance measures based on evidence-based optimal clinical processes, and outcomes measures.  The product demonstration underway with Keith Candiotti, M.D, is based on his design for the product in anesthesiology, as follows:real estate activities.

QualOptima is a single product (not a “suite” of products) with components designed to satisfy the mandates imposed on hospitals through governmental regulation and accreditation standards (see Governmental Regulations).  These components are:

Performance measurement (the fundamental component discussed above)

Proctoring

Triggers

Peer review

Cost analysis for value calculations

The performance measurement component implements the InterSystems data capture and integration functionality (“interface engine”) of the Ensemble product.Ensemble uses data connections known as application programming interfaces (“API’s”) which are already programmed for every vendor’s EMR and database.  The driver for this component is the accreditation standard of the Joint Commission requiring measurement of performance of each individual physician for each clinical privilege the hospital must grant to practice every two years but measured at least every six (6) months.  Manual data abstraction to satisfy this requirement is no longer practical after recent imposition of this standard.  This requirement and publication of performance measures as the minimum threshold requirement to avoid negligent credentialing litigation presents a compelling need for the Quture product.

Quture’s product provides the clinical “failure mode and effects analysis” (FMEA) used in other industries to proactively design optimal processes.  Improving processes of care and reducing costs is not a marketing mantra for Quture, but it is the compelling business case for hospital customers to license QualOptima.

“Proctoring” is the required process for hospitals to evaluate the current clinical competence of practitioners to perform specific patient interventions or treat certain conditions.  Proctoring is required of all physicians new to a hospital or on the medical staff and applying to perform a new clinical “privilege”.  Quture’s existing product QReview is ideally suited to perform proctoring, and the new QualOptima product will use this software methodology to electronically conduct proctoring.

“Triggers” are clinical indicators and are required as part of Ongoing Professional Practice Evaluation to monitor safety concerns.  QualOptima implements the published triggers, but electronically conducts this required process instead of traditional manual data abstraction.  The Company further employs its license to electronically “machine read” free text in crucial EMR documents to identify triggers and to “learn” from electronic pattern and trend analytics.

Peer review is the traditional business of the Founder of Quture, with over 35 years of performance measurement using this methodology and with the best software product for conducting peer review formally called QReview.  When this product is completely migrated onto the InterSystems platform, peer review will be integrated with the three (3) components above for performance measurement, proctoring, and triggers to dramatically enhance the functionality of the former product.  For example, we expect peer review will be capable of being performed remotely by physicians in Quture’s QualPRO expert panel of physicians in every medical specialty.  The former strength of the product to impose quality of care question sets to standardize peer review for “structured” review will be dramatically improved to use performance measures electronically for “structured explicit review”.

QualOptima also introduces another new functionality to integrate quality and patient safety data into the Qualytx database using the Ensemble interface engine from the multitude of data “silos” of all the quality and risk functions in hospitals, each with its own software product.  Overcoming the impediment of disparate databases has been a product design now included in the QualOptima product.

The QualOptima product has two different configurations to accommodate both large hospitals, some with systems and system-wide programs, and small and rural hospitals.  Small and rural hospitals will be able to contract for monthly access to cloud computing the QualOptima solution that would otherwise not be affordable.  The InterSystems product platform will be installed on secure servers and operated remotely at a reduced operating cost using InterSystems’ Ensemble Enterprise pricing model.  For larger hospitals, who want their servers on their side of the “firewall” for data security and control, the pricing model and product server licensing from InterSystems provides the other product configuration.

QSURG

QSurg - is a fully developed and tested electronic medical record product for surgery centers.  This product is the only EMR with a fully functional performance analytics application embedded in the workflow and data capture.  The QSurg EMR introduced capturing patient data at point of care in the operative and patient care areas.  The product was built for tablet PC’s several years ago, anticipating this hardware opportunity and in an Application Partnership with Motion Computing, the best tablet for operative areas since it can be antiseptically cleaned and is a closed system with a special Intel processor.

QSurg is the electronic medical record (EMR) for surgery centers and hospitals, eliminating storing paper and having patient data readily available at point of care, measures performance focused on efficiency and effectiveness (such as OR turnover times) and absence of complications (such as infection rates), enhances revenue, and improves patient safety and outcomes, and complies with federal and state regulations.

Dr. Candiotti has been the consulting physician for the anesthesiology application of the QSurg product.  The demonstration project at the University of Miami, Jackson Memorial Hospital, has already resulted in a unique anesthesiology application embedded in the QSurg product.

CUSTOMERS

Quture has begun marketing its products to the array of heath care providers, primarily focused on hospitals, hospital systems, and their insured trusts, as well as health maintenance organizations, physician groups, and provider groups (collaboratives).  Initial operations and sales are structured in traditional licensing models, most favorably subscription based sales.  Operationally, the Company provides performance measures for customer selection from the QuOp Performance Measures Library.  The metrics of numerator and denominator integration using the Ensemble interface engine will be installed in coordination with InterSystems engineers.  Support for the product will be first and primarily with InterSystems, supported in an advisory capacity by Quture.Regional Health Information Exchanges are a target customer for the InterSystems HealthShare product and should be considered as a potential customer by Quture.  

New federal incentives have created new health care organizational models that may be targets for Quture products.  First and most important among these are Accountable Care Organizations (ACO’s).  New regulations creating Health Homes, where payments are bundled for those organizations to divide between providers and can be divided based on performance and results for value are important as customers.  State cooperative insurance exchanges are another example of new structures as potential customers.  Purchasers ranging from the federal government to employers to health savings accounts are target customers, as well.

Customers of the proctoring product are unique and include device manufacturers, pharmaceutical and proteonomics companies, and medical equipment companies.

The QSurg product is designed for physician office surgical/invasive procedure facilities, ambulatory surgery centers, and surgical hospitals.

Products, data sets and clinical knowledge, including predictive clinical and personalized knowledge, are planned as discussed for patients as customers of Quture.As performance results become transparent and medicine becomes personalized, participatory, and predictive, patients will become customers of Quture.

Performance measurement is intended to evolve into customers for measuring Good Clinical Practice (GCP) applications of the Quture’s products and data sales to pharmaceutical and stem cell companies, medical device, equipment and supply manufacturers.

COMPETITION

Quture competitors are profiled for the performance measurement and analytics product.  There is no identical competitor for this product, as demonstrated by the matrix graphic below.  However, there are three (3) categories of companies and products that provide some elements similar to the Quture product:  performance measurement but based on billing/administrative data rather than Quture’s clinical data, clinical content products that attempt to connect with a software product to deliver extensive content (primarily publishing companies), and niche products primarily for peer review (where the peer review product of Quture now enhanced for performance and outcomes measurement).

Performance Measurement Based on Billing/Administrative Data:

Premier (www.premierinc.com)-Products suchas QualityConnectand the Premier Integrated Performance Platform provide users with performance and quality data.  The legacy products remain primarily reliant on billing/administrative data rather than point of care clinical data.  The Quest program, for example, connects healthcare providers to share knowledge about quality, performance, patient safety and group contracting for hospital products and services. These programs collect data from participating hospitals to share clinical knowledge so that hospitals can learn from one another..

3M Health Information Systems (http://solutions.3m.com) – Software analyzing billing/administrative data and claiming significance as performance measurement and analysis.  Reliance on administrative data correlates co-morbidity data and uses algorithms and formulas to claim calculation of quality of care information.  Software and consulting services solutions across the health care continuum for transcription, speech recognition, clinical documentation improvement, document management, computer-assisted coding, quality, and revenue cycle management.

Xerox (www.midasplus.com) –ACS Healthcare Solutions was acquired including the Midas+ product solutions, operated as a separate business unit of Affiliated Computer Services, Inc., a Xerox Company, The product array relies primarily upon billing/administrative data to collect quality, patient safety, and financial information.   Midas+ became an integral component of the transformational outsourcing, consulting, revenue cycle and analytics solution that HCS provides to its hospital clients. Midas+ continues to be responsible for its direction, development, sales, implementation, and support with respect to the products and services it offers its clients. As part of the ACS and HCS family, Midas+ has the financial, technical, and administrative support of ACS, a premier provider of business process and information technology solutions.

Thompson-Reuters (www.thomsonreuters.com) –Thomson Reuters announced they were exiting the health care business segment, then introduced their new suite of software called “Payment Reform Solutions” suite.  Quture believes that this portfolio of products has now been sold but is without details as to that sale. The new product suite claims to include risk analytics to use real time clinical data to better coordinate care, manage costs and maintain quality for value-based purchasing.  It is unclear how this new product relates to their treatment pathways (see Clinical Content Companies) and the performance product called “Advantage Suite” (including the CareDiscovery module) and Physician Performance Assessment.  However, these products are clearly based on their “Medical Episode Grouper” (MEG) and, therefore, use billing and administrative data, not clinical data, as the basis for these products.

Quantros (www.quantros.com) - The Quantros suite of products includes safety and risk management, with its “Safety Events Manager” the core application, for analysis of events and near misses entered into the system, regulatory and compliance reporting, and infection control, quality and performance reporting and analysis off the events application.  The suite of products includes a patient safety organization system and a dashboard graphics display for multiple constituencies.

Clinical Content Companies

Elsevier –Elsevier is a major publisher of prominent medical books and journals.  In an effort to leverage the clinical contentin these publications, as “the world’s leading provider of science and health information,” the European company has acquired software tools such as  MEDai.  MEDai Pinpoint claims to provide analytics for population management, clinical surveillance, predictive analytics, physician profiling and performance, and outcomes analysis.  Data collection requires developing API connections for customers, however.

Hearst –Hearst Corporation acquired First DataBank to enter the patient safety and quality healthcare quality focused primarily on drug databases.  Hearst acquired Zynx Health to expand clinical content to evidence-based resources of physician order sets, interdisciplinary plans of care, alerts and reminders.  The Zynx customizable templates are intended to provide clinical support and include content to reduce care disparities, minimize errors, and save staff time through goals and expected outcomes, clinical interventions, and embedded links to relevant research and quality measures.

Thomson Reuters – Micromedix(www.micromedix.com)– The clinical decision support system of Thomson Reuters and aggregated products that run off the clinical content acquired in their acquisition of Micromedix includes products running on their evidence-based reference information for drug, disease, and toxicology management and for patient education.    These can interface with products like MarketScan® Treatment Pathways.  Thomson Reuters’ modules for real-time clinical decision support and then performance, quality, and financial analytics (see Performance Measurement products above).

Niche Products:

Medkinetics(www.medkinetics.com)–The Medkinetics product is primarily designed as medical staff credentialing for Ongoing and Focused Professional Practice Evaluation through performance measurement and peer review. The Electronic Physician Record® (EPR®) quality & performance improvement product is a physician peer review product.  The system relies on user development of individual performance improvement plans.

Acesis(www.acesis.com)–The Acesis Healthcare Improvement Platform provides templates for performance improvement projects, process control/checklists, patient experience/satisfaction, peer review, root cause analysis, adverse event reporting, incident reporting, and morbidity and mortality review.  The system combines core measures with other custom criteria for peer review in the product template.  The system combines core measures and other custom criteria to determine reasons for peer review in the template.  The product relies upon each organization developing safety event classification definitions, taxonomy and algorithms in order to determine the level of harm and event type. .

HCPRO –HCPRO is essentially a publishing company focused on compliance inhealth care.  The Greeley Company is primarily a services company that provides educational and templates for credentialing, quality and risk management processes including external peer review.  The Core Privilege Plus web-based software product with core privileging data designed to implement criteria-based privileging.

The Quture performance and outcomes analytics product does not compete with electronic medical record (EMR) companies.  The product integrates clinical data from these EMR products but integrates data from multiple vendor products for each customer.

There are competitors to Quture’s surgery center QSurg electronic medical record producte, primarily ZChart and source Medical (www.sourcemed.net), but this is primarily a company whose products are focused on scheduling, billing, and inventory. Neither of these products competed with the performance measuremenet and quality improvement component of the Quture product. There are two significant outcomes measurement companies, including Outcome Sciences (www.outcome.com) and Surgical Outcomes (SOIX).

* QualOptima – is the only product integrating nationally published performance measures and electronically capturing numerator/denominator data.

** Disparate data in competitor products based solely on billing codes.

*** TJC (The Joint Commission) and MU (Meaningful Use) relevant to the HITECH Act.

There can be no assurance that the Company will compete successfully with existing or new competitors, or that the competition will not have a material adverse effect on the business, operating results or financial condition of the Company (See “RISK FACTORS”).

LIQUIDITY AND CAPITAL RESOURCES

Quture now has significant opportunities to capitalize the Company. The traditional potential sources of capital are possible proceeds from private placements, issuance of notes payable, loans from its officers, and cash from future revenues after the Company commences sales as well as funding from accounts receivable. The Company may require additional financing to continue operations, and there is no assurance that such additional financing will be available. However, the Company is now engaged in exploring funding opportunities based on funding other subsidiary companies of Quture, specifically the established subsidiaries of Quture Euro, LLC and the Qx Health Exchange, as well as potential additional subsidiaries including but not limited to a finance company subsidiary and/or a personalized medicine subsidiary.

POTENTIAL FUTURE PROJECTS AND CONFLICTS OF INTEREST

Members of the Company’s Management may serve in the future as an officer, director or investor in other entities. Neither the Company nor any shareholder would have any interest in these projects. Management believes that they have sufficient resources to fully discharge their responsibilities to all projects they have organized or will organize in the future, if any.

GOVERNMENT REGULATION

Statutes unique to health care that could potentially impact the Company include but are not limited to the following federal statutes:

Health Insurance Portability and Accountability Act of 1996 (HIPPA) Privacy and Security Rules – protects the privacy of individually identifiable health information.  The HIPPA Privacy and Security Rules set national standards for the security of electronically protected health information.  The confidentiality provisions of the Patient Safety Rule protect identifiable information being used to analyze patient safety events and improve patient safety.  There are severe monetary sanctions for violations of these rules and statutory provisions.

Patient Protection and Affordable Care Act (2010) –provides that all Americans have access to quality, affordable health care and will create the transformation within the health care system necessary to contain costs.  The Congressional Budget Office (CBO) has determined that the Patient Protection and Affordable Care Act is fully paid for, will provide coverage to more than 94% of Americans while staying under the $900 billion limit that President Obama established, bending the health care cost curve, and reducing the deficit over the next ten years and beyond.  The Patient Protection and Affordable Care Act contains nine titles, each addressing an essential component of reform:

Revenue provisions

Some of the significant provisions to the Company include development of new patient care and payment models.  A new Center for Medicare & Medicaid Innovation will be established within the Centers for Medicare and Medicaid Services to research, develop, test, and expand innovative payment and delivery arrangements.  Accountable Care Organizations (ACOs) that take responsibility for cost and quality received by patients will receive a share of savings they achieve for Medicare.  The HHS Secretary will develop a national, voluntary pilot program encouraging hospitals, doctors, and post-acute providers to improve patient care and achieve savings through bundled payments.  A new demonstration program for chronically ill Medicare beneficiaries will test payment incentives and service delivery using physician and nurse practitioner-directed home-based primary care teams.  Beginning in 2012, hospital payments will be adjusted based on the dollar value of each hospital’s percentage of potentially preventable Medicare readmissions.

Title III. Improving the Quality and Efficiency of Health Care provides for improvement of quality and efficiency of U.S. medical care services for everyone, and especially for those enrolled in Medicare and Medicaid. Payment for services will be linked to better quality outcomes.  The Patient Protection and Affordable Care Act will make substantial investments to improve the quality and delivery of care and support research to inform consumers about patient outcomes resulting from different approaches to treatment and care delivery. New patient care models will be created and disseminated.  Rural patients and providers will see meaningful improvements.  Payment accuracy will improve.  The Medicare Part D prescription drug benefit will be enhanced and the coverage gap, or donut hole, will be reduced.  An Independent Medicare Advisory Board will develop recommendations to ensure long-term fiscal stability.

The Health Care Quality Improvement provisions create a new program to develop community health teams supporting medical homes to increase access to community-based, coordinated care. It supports a health delivery system research center to conduct research on health delivery system improvement and best practices that improve the quality, safety, and efficiency of health care delivery.  And, it support medication management services by local health providers to help patients better manage chronic disease.   The Act provides for the establishment of a private, nonprofit entity (the Patient-Centered Outcomes Research Institute) governed by a public- private board appointed by the Comptroller General to provide for the conduct of comparative clinical outcomes research.  The Act provides Support for Prevention and Public Health Innovation, which empowers the HHS Secretary to provide funding for research in public health services and systems to examine best prevention practices.  

Title IV: Prevention of Chronic Disease and Improving Public Health provides for better orienting the nation’s health care system toward health promotion and disease prevention, a set of initiatives will provide the impetus and the infrastructure.  A new interagency prevention council will be supported by a new Prevention and Public Health Investment Fund.  Barriers to accessing clinical preventive services will be removed.  Developing healthy communities will be a priority, and a 21st century public health infrastructure will support this goal.

The Act provides for the creation of American Health Benefit Exchanges.  By 2014, each state will establish an Exchange to help individuals and small employers obtain coverage.  Plans participating in the Exchanges will be accredited for quality, will present their benefit options in a standardized manner for easy comparison, and will use one, simple enrollment form.

American Recovery Act and Reinvestment Act of 2009 (ARRA) – HITECH Act “Meaningful Use” provisions and financial incentives-The Medicare and Medicaid EHR Incentive Programs provide a financial incentive for the "meaningful use" of certified EHR technology to achieve health and efficiency goals. These incentives are designed to reduce medical errors, makes patient records and data available to providers, create reminders and alerts, clinical decision support, and e-prescribing/refill automation.  The criteria for meaningful use will be staged in three steps over the course of the next five years.  Stage 1 (2011 and 2012) sets the baseline for electronic data capture and information sharing.  Stage 2 (expected to be implemented in 2013) and Stage 3 (expected to be implemented in 2015) will continue to expand on this baseline and be developed through future rule making.

To demonstrate meaningful use successfully, eligible professionals, eligible hospitals and CAHs are required also to report clinical quality measures specific to eligible professionals or eligible hospitals and CAHs.  Eligible professionals must report on 6 total clinical quality measures: 3 required core measures (substituting alternate core measures where necessary) and 3 additional measures (selected from a set of 38 clinical quality measures).  Eligible hospitals and CAHs must report on all 15 of their clinical quality measures.

Health Information Technology for Economic and Clinical Act of ARRA (see above)– basically establishes four (4) major goals that advance the use of health information technology, such as electronic medical records by:

Requiring the government to take a leadership role to develop standards by 2010 that allow for the nationwide electronic exchange and use of health information technology to improve quality and coordination of care;

Investing $20 billion in health information technology infrastructure and Medicare and Medicaid incentives to encourage doctors and hospitals to use HIT (health information technology) to electronically exchange patients’ health information;

Saving the government $10 billion, and generating additional savings throughout the health sector, through improvements in quality of care and care coordination, and reductions in medical errors and duplicative care; and strengthening federal privacy and security law to protect identifiable health information from misuse as the health care sector increases use of Health IT.

The Act provides immediate funding for health information technology infrastructure, training, dissemination of best practices, telemedicine, inclusion of health information technology for clinical education, and State grants to promote health information technology.

The legislation establishes a voluntary certification process for health information technology products.  The National Institute of Standards and Technology will provide for the testing of such products to determine if they meet national standards that allow for the secure electronic exchange and use of health information.

The Act further provides significant financial incentives through Medicare and Medicaid programs to encourage doctors and hospitals to adopt and use certified electronic health records.  Physicians will be eligible for $40,000 to $65,000 for showing that they are meaningfully using health information technology, such as through the reporting of quality measures.  Hospitals are eligible for many millions of dollars in the Medicare and Medicaid programs to similarly use health information technology.  Federally qualified health centers, rural health clinics, children’s hospitals and others will be eligible for funding through the Medicaid program.

Incentive payments for both physicians and hospitals to continue for several years, but are phased out over time.  Eventually, Medicare payments are reduced for physicians and hospitals that do not use a certified electronic health record that allows them to communicate with others.

ITEM 1A - RISK FACTORS

RISK FACTORS

OUR SECURITIES ARE HIGHLY SPECULATIVE, AND PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK. ACCORDINGLY, PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER INFORMATION IN THIS CURRENT REPORT AND RELATED EXHIBITS, INCLUDING OUR FINANCIAL STATEMENTS.

RISK FACTORS ASSOCIATED WITH OUR BUSINESS

We have a limited operating history on which to base an investment decision.Item 3. Legal Proceedings.

We are a newly created startup company that has very limited operating history.  As a startup company,not involved in any pending legal proceeding nor are we are subject to unforeseen costs, expenses, problems and difficulties inherent in new business ventures.  There is no history upon which to baseaware of any assumption as to the likelihood that the company will prove successful. We cannot provide investors with any assurance that our services will attract customers; generate any operating revenuepending or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail.

We have inadequate capital and need for additional financing to accomplish our business and strategic plans.

We have very limited funds, and such funds are not adequate to develop our current business plan.  Our ultimate success may depend on our ability to raise additional capital.  In the absence of additional financing or significant revenues and profits, the company will have to approach its business plan from a much different and much more restricted direction, attempting to secure additional funding sources to fund its growth, borrowing money from lenders or elsewhere or to take other actions to attempt to provide funding. We cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory tothreatened litigation against us.

We have a limited history of success and profitability.Item 4. Mine Safety Disclosures.

We have limited current business operations and may incur significant losses and negative operating cash flow for the foreseeable future, and we may never achieve or maintain profitability. We may incur losses for the foreseeable future and may never become profitable.  Not applicable.

PART II

Our management team may not be able to successfully implement our business strategies.Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

If our management teamMarket Information

Our Common Stock is unablenot traded on any exchange but is currently available for trading in the over-the-counter market and is quoted on the OTC Pink Sheets operated by the OTC Markets Group, Inc. under the symbol “QUTR.” Trading in stocks quoted on these markets is often thin and is characterized by wide fluctuations in trading prices due to executemany factors that may have little to do with a company’s operations or business prospects.

Over the counter securities are not listed or traded on its business strategies, then our development, including the establishmentfloor of revenuesan organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and our sales and marketing activities would be materially and adversely affected. In addition, we may encounter difficultiescomputer network connecting dealers in effectively managingstocks. Over the budgeting, forecastingcounter issuers are traditionally smaller companies that do not meet the financial and other process control issues presented by any future growth. We may seek to augmentlisting requirements of a regional or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.  

Our products are new and innovative and have not been established in the healthcare marketplace.national stock exchange.

The Company’s initial productsSEC also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are newequity securities with a price of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the hospitalcustomer orally or in writing before effecting the transaction, and physicianmust be given to the customer in writing before or with the customer’s confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our Common Stock. As a result of these rules, investors may find it difficult to sell their shares.

Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Markets Group. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may take time or even fail to become accepted as having value or sufficient return on investment for potential users.  We could encounter significant delays in adoption of these innovations and new tools, which would harm or at least delay our revenue projections.  The Company’s business plan and revenue projections are based upon rapid market penetration and achieving critical mass to becomenot necessarily represent actual transactions.  

On July 17, 2020, the international standard for performance measurement.  The marketing and salesclosing price of our products depends upon our “blue ocean” strategy to introduce “disruptive” unique technology and define our market niche with a new series of products.  Health care has traditionally resisted clinical quality data and information, andCommon Stock as reported by the Company’s strategy is directly related to federal initiatives and accreditation standards that are now favorable, but are subject to change and to enforcement variables that could significantly affect the Company and adversely affect its gross revenue, margins and projections.OTC Markets was $0.0010 per share.

Our productsAs of July 1, 2020, there were approximately 187 stockholders of record and services may suffer from uncertaintyan aggregate of market acceptance,2,486,076,963 shares of our Common Stock were issued and we may have difficulty commercializing them.outstanding. 10,000,000 shares of Series A Preferred Stock are authorized and outstanding.

Dividend Policy

The Company isdoes not anticipate paying dividends on our Common Stock at any time in the foreseeable future. Our Board of Directors currently engaged in migrating developed productsplans to a new technology platform and is in various stages of developing new software and technology products.  Continued product and serviceretain any earnings for the development and commercialization efforts are subject to all of the risks inherent in the development of new products and services, including unanticipated development problems, lack of acceptance in the market, as well as the possible insufficiency of funds to undertake development and commercialization, any of which could result in abandonment or substantial change in the development of a specific product or service. In addition, demand and market acceptance for newly developed products and services are subject to a high level of uncertainty and the Company does not have any assurance that its concepts and ideas will achieve market acceptance. Achieving market acceptanceexpansion of the Company’s new products and services will require substantial marketing efforts andbusiness. Any future determination as to the expenditurepayment of significant funds. If the Company’s business concepts and device concepts and devices do not achieve market acceptance in a fairly cost-effective and quick time frame, the Company and its prospectsdividends will be materially adversely affected and it could well causeat the Company to fail.

We may not be able to compete initially or maintain market share even if originally successful.

The salediscretion of the Company’s proposed productsBoard of Directors and services involve competitive businesses, and the Company faces or may face significant competition. The Company will compete with many other companies, most of which have far greater experience, product penetration, financial and personnel resources, marketing and distribution organizations and overall market power than the Company.   There can be no assurance that the Company will be able to compete effectively or respond successfully to any future changes in the competition or that additional competitors will not enter the market. There is also no assurance that other parties will not try to copy ideas developed by the Company. The failure to meet these challenges could have a material adverse effect on the Company and its business and could cause the Company to fail. There can also be no assurance that the Company’s products will remain viable and attractive alternatives for customers.

We may not be able to protect our intellectual property, which would potentially harm or jeopardize the Company.

The Company is currently attempting to secure provisional patents and convert provisional patents to permanent patents on its products and on the products being developed or marketed by the Company. There is no assurance that the Company will  receive the patents that may be necessary to protect our intellect property; that the patents would not be significantly narrowed in their scope; that the patents would turn out to be a material advantage to the Company; that other parties will not find ways to circumvent the benefits of any such patents; that other ideas on which the Company’s business plan is based will not be utilized by competitors of the business or that competitors will not find improved methods of achieving what the Company plans to achieve, leaving the Company without the ability to effectively compete.

We are significantly dependent on key software and technology partnerships.

The Company’s products and development strategy rely upon an application partnership with InterSystems and a strategic vendor relationship with a development company that are not essential but are vital to our products and success.

If we are unable to achieve our milestones and strategic challenges our success could be delayed or jeopardized.

The product plan during capitalization focuses on software products for hospitals, which are the primary customer for the Company’s initial product offering.  There are other potential customer and influencers, such as health and liability insurance companies, healthcare law firms, financial healthcare consulting and accounting firms, and governmental and regulatory entities.  There are numerous newly formulated entities, as well, such as accountable care organizations and state insurance exchanges (“co-ops”) that appear to be logical customers and influencers in the Company’s strategic product plan.  Initially, our product plan relies upon the successful migration of our products to a new technology platform and the success of that technology to achieve the technical specifications and requirements of the product design.  Despite initial assessments of product performance, there could be any series of recognized or unrecognized performance challenges and/or impediments that could affect the Company’s product development and performance milestones and strategic challenges with customers and influencers.  Our other existing product, an electronic medical record for surgery centers with integrated performance measurement integrated, has similar risks.

If we fail to manage growth effectively or prepare for product scalability, it could have an adverse affect on our employee efficiency, product quality, working capital levels and results of operations.

Any significant growth in the market for our products or our entry into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes. As of July 31, 2011, we had zero full time employees.   During any period of growth, we may face problems related to our operational and financial systems and controls, including quality control and delivery and service capacities. We would also need to continue to expand, train and manage our employee base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.

Aside from increased difficulties in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance the development of new products, and the hiring of additional employees. For effective growth management, we will be required to continue improving our operations, management, and financial systems and controls. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.

If we are unable to retain key executives and other key affiliates, particularly our founder and medical/clinical experts, our growth could be significantly inhibited and our business harmed with a material adverse affect on our business, financial condition and results of operations.

Our success is, to a certain extent, attributable to the management, sales and marketing, and operational and technical expertise of certain key personnel.  Mr. G. Landon Feazell, our Chief Executive Officer and President, performs key functions in the operation of our business. The loss of Mr. Feazell could have a material adverse effect upon our business, financial condition, and results of operations. We do not maintain key-person insurance for members of our management team because it is cost prohibitive at this point. If we lose the services of any senior management and medical experts, including our QualPRO panels, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and prospects.

Our management team may not be able to successfully implement our business strategies.

If our management team is unable to execute on its business strategies, then our development, including the establishment of revenues and our sales and marketing activities would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.  

Our success in the future may depend on our ability to establish and maintain strategic alliances, and any failure on our part to establish and maintain such relationships would adversely affect our market penetration and revenue growth.

We may be required to establish strategic relationships with third parties. Our ability to establish strategic relationships will depend on a number of factors many of which are outside our control, such as the competitive position of our product and marketing plan relative to our competitors. We may not be able to establish other strategic relationships in the future.  In addition, any strategic alliances that we establish may subject us to a number of risks, including risks associated with sharing proprietary information, loss of control of operations that are material to developed business and profit-sharing arrangements. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by a number of factors that are outside of our control.

Our financial results may not meet the expectations of investors and may fluctuate because of many factors and, as a result, investors should not rely on our revenue and/or financial projections as indicative of future results.

Fluctuations in operating results or the failure of operating results to meet the expectations investors may negatively impact the value of our securities. Operating results may fluctuate due to a variety of factors that could affect revenues or expenses in any particular quarter. Fluctuations in operating results could cause the value of our securities to decline. Investors should not rely on revenue or financial projections or comparisons of results of operations as an indication of future performance. As a result of the factors listed below, it is possible that in future periods results of operations may be below the expectations of investors. This could cause the market price of our securities to decline. Factors that may affect our quarterly results include:

Our strategy may include acquiring companies which may result in unsuitable acquisitions or failure to successfully integrate acquired companies, which could lead to reduced profitability.

We may embark on a growth strategy through acquisitions of companies or operations that complement existing product lines, customers or other capabilities. We may be unsuccessful in identifying suitable acquisition candidates, or may be unable to consummate desired acquisitions. To the extent any future acquisitions are completed, we may be unsuccessful in integrating acquired companies or their operations, or if integration is more difficult than anticipated, we may experience disruptions that could have a material adverse impact on future profitability. Some of the risks that may affect our ability to integrate, or realize any anticipated benefits from, acquisitions include:

Our Chief Executive Officer and certain stockholders possess the majority of our voting power, and through this ownership, control our Company and our corporate actions.

Our current CEO and President, G. Landon Feazell, holds approximately 70% of the voting power of the outstanding shares immediately after this Share Exchange Agreement and shares distribution. Mr. Feazell has a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. As such Mr. Feazell also has the power to prevent or cause a change in control; therefore, without his consent we could be prevented from entering into transactions that could be beneficial to us.  The interests of Mr. Feazell may give rise to a conflict of interest with the Company and the Company’s shareholders.  For additional details concerning voting power please refer to the section below entitled “Description of Securities.”

There is a substantial lack of liquidity of our common stock and volatility risks.

Our common stock is quoted on the OTCQB under the symbol “TCLN.”  The liquidity of our common stock may be very limited and affected by our limited trading market.  The OTCQB market is an inter-dealer market much less regulated than the major exchanges, and is subject to abuses, volatilities and shorting.  There is currently no broadly followed and established trading market for our common stock.  An established trading market may never develop or be maintained.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders.  Absence of an active trading market reduces the liquidity of the shares traded.

The trading volume of our common stock may be limited and sporadic.  This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.  As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.  As a result of such trading activity, the quoted price for our common stock on the OTCQB may not necessarily be a reliable indicator of our fair market value.  In addition, if our shares of common stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value of, our common stock and as a result, the market value of our common stock likely would decline.

The market price for our stock may be volatile and subject to fluctuations in response to factors, including the following:

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance.  We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Our common stock may never be listed on a major stock exchange.

We anticipate seeking the listing of our common stock on a national or other securities exchange at some time in the future, assuming that we can satisfy the initial listing standards for such exchange.  We currently do not satisfy the initial listing standards and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange.  Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital.  A decline in the price of our common stock could be especially detrimental to our liquidity and our operations.  Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations.  If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations.  If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

Concentrated ownership of our common stock creates a risk of sudden changes in our common stock price.

The sale by any shareholder of a significant portion of their holdings could have a material adverse effect on the market price of our common stock.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

A substantial majority of the outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”).  As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws.  Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock.  Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTCQB).  A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

The securities issued in connection with the Share Exchange are restricted securities and may not be transferred in the absence of registration or the availability of a resale exemption.

The shares of common stock being issued in connection with the Share Exchange are being issued in reliance on an exemption from the registration requirements under Section 4(2) of the Securities Act and Regulation D promulgated thereunder or Regulation S.  Consequently, these securities will be subject to restrictions on transfer under the Securities Act and may not be transferred in the absence of registration or the availability of a resale exemption.  In particular, in the absence of registration, such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities Act have been satisfied, including certain holding period requirements.  As a result, a purchaser who receives any such securities issued in connection with the Share Exchange may be unable to sell such securities at the time or at the price or upon such other terms and conditions as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations and restrictions.

If we issue additional shares or derivative securities in the future, it will result in the dilution of our existing stockholders.

Our Certificate of Incorporation authorizes the issuance of up to 2,500,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share.  Our board of directors may choose to issue some or all of such shares, or derivative securities to purchase some or all of such shares, to provide additional financing in the future.  

We do not plan to declare or pay any dividends to our stockholders in the near future.

We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future.  The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating andearnings, capital requirements, financial conditions, and such other factors as the boardBoard of directors considersDirectors may deem relevant.  There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain our resources and distract management.Equity Compensation Plan Information

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).  These requirements are extensive.  The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition.  The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements.  We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.  This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.  We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.  As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.  We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.  

If we do not filehave in effect any compensation plans under which our quarterly or annual reports with the SEC, we may be de-listed from the OTCQB.

OTCQB is the middle tier of the OTC market. OTCQB companies report to the SEC or a U.S. banking regulator, making it easyequity securities are authorized for investors to identify companies that are current in their reporting obligations. There are no financial or qualitative standards to be in this tier. OTCQB securities may also be quoted on the FINRA BB. The OTCQB allows investors to easily identify reporting companies traded in the OTC market regardless of where they are quoted.

Under OTCQB rules relating to the timely filing of periodic reports with the SEC, any OTCQB issuer who fails to file a periodic report (Forms 10-Q or 10-K) by the due date of such report, period we may be removed from the OTCQBissuance and our common stock may only be able to be traded on the OTC Pink.  The OTC Pink is the bottom tier of the OTC market – a speculative trading marketplace that helps broker-dealers get the best prices for investors. Accordingly, our securities may become worthless and we may be forced to curtail or abandon our business plan.

If we become subject to product liability claims, personal injury claims or defective products, our business may be harmed.

The testing, marketing and sale of the Company’s products and services entails risk of product liability and there can be no assurance that product liability claims will not be asserted against the Company. While the Company intends to obtain some business liability insurance, insurance designed to cover product liability is expensive, difficult to obtain in some cases and may not be available now or in the future on acceptable terms, if at all. Furthermore, there can be no assurance that such insurance coverage will be adequate, or that a product liability claim, even one without merit, would not have a material adverse effect on the business or financial condition of the Company.  As a result, any imposition of product liability could materially harm our business, financial condition and results of operations. In addition, we do not have any business interruption insurance due to the limited coverage of any such business interruption insurance, and as a result, any business disruption or natural disaster could severely disrupt our business and operations and significantly decrease our revenue and profitability.outstanding stock options.

Persons associated with securities offerings, including consultants, may be deemed to be broker dealers.Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

InOn December 27, 2019, Custodian Ventures, LLC, an entity controlled by David Lazar was appointed by the event thatNevada Court as the custodian of Quture. On December 31, 2019, Mr. Lazar became the only Director and Officer of the Company also acting as its President, Treasurer and Secretary.

On April 5, 2020, the Company granted Mr. Lazar 10,000,000 preferred shares with super voting rights of 21,000,000,000 common shares. Other than the issuance described in this paragraph, the Company did not issue or sell any equity securities during the period of time from the end of the fiscal year ended April 30, 2020, until the date of filing this Comprehensive Annual Report on Form 10-K.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of Common Stock or other securities are offered without engaging a registered broker-dealer, we may face claims for rescissionduring our fiscal years ended April 30, 2020, and other remedies.  If any claims or actions were to be brought against us relating to our lack of compliance with the broker-dealer requirements, we could be subject to penalties, required to pay fines, make damages payments or settlement payments, or repurchase such securities.  In addition, any claims or actions could force us to expend significant financial resources to defend our company, could divert the attention of our management from our core business and could harm our reputation.2019.

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuationsDescription of Securities and affect reported resultsCertain Rights of operations.Holders of Common Stock

A change in accounting standards or practices can have a significant effect on our reported resultsThe Company has authorized 2,500,000,000 shares of Common Stock and may even affect our reporting of transactions completed before the change is effective.  New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future.  Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.

“Penny Stock” rules may make buying or selling our common stock difficult.

Trading in our common stock is subject to the “penny stock” rules.  The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.  These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction.  Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market.  In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer.  The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

We have the right to issue up to 10,000,000 shares of preferred stock, which may adversely affect the voting power of the holders of our other securities and may deter hostile takeovers or delay changes in management control.

We may issue up to 10,000,000 shares of preferred stock from time to time in one or more series, andPreferred Stock both with such rights, preferences and designations as our board of directors may determine from time to time.  To date, our board of directors have authorized Series A and B of preferred stock.  Additionally, our board of directors, without further approval of our common stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series of our preferred stock.  Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our other securities and may, under certain circumstances, have the effect of deterring hostile takeovers or delay changes in management control.

The Company currently has outstanding convertible debt on its balance sheet and the issuance of common stock in satisfaction of the convertible debt will cause significant dilution to our shareholders.

We currently have $315,000 of convertible debt on our balance sheet that has terms that include issuing our common stock at up to a fifty percent (50%) discount to the market price of our common stock upon its conversion. This will cause significant dilution to our existing shareholders. Additionally other current obligations may be settled by the issuance of common stock which will cause dilution to our shareholders.

An investment in the Company may be diluted in the future as a result of the issuance of additional securities, the exercise of options or warrants or the conversion of aged debt and convertible debt.

In order to raise additional capital to fund its strategic plan, we expect to issue additional shares of common stock or securities convertible, exchangeable or exercisable into common stock from time to time, which could result in substantial dilution to investors. If we are successful in raising capital, we expect to issue securities convertible into common stock which would result in substantial dilution to investors. The current condition of the credit markets make it probable that if we are able to raise any working capital, it will be through the issuance of convertible debt, or the sale of restricted securities at a significant discount to the market price of our common stock. We may not be successful in raising additional capital.

Sales of additional equity securities may adversely affect the market price of our common stock and your rights in the Company may be reduced.

We expect to continue to incur research and development and selling, general and administrative costs, and in order to satisfy our funding requirements, we may need to sell additional equity securities.  Our stockholders may experience substantial dilution and a reduction in the price that they are able to obtain upon sale of their shares.  Also, any new securities issued may have greater rights, preferences or privileges than our existing common stock which may adversely affect the market price of our common stock and our stock price may decline substantially.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2 - DESCRIPTION OF PROPERTY

FACILITIES

The Company’s corporate offices are located at:

121 South Orange Avenue

Suite 1500, North Tower

Orlando, FL 32801

The Company’s primarily operations offices are located at:

200 Magnolia Avenue

Daytona Beach, FL 32114

The Company’s primary financial and reporting offices are located at:

319 Clematis Street

West Palm Beach, FL 33401

We do not own any real estate or other properties.

ITEM 3 - LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

ITEM 4.  MINE SAFETY DISCLOSURES

None.

ITEM 5 - MARKET FOR REGISTRANTS COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Our authorized capital stock consists of 2,500,000,000 common shares, par value $0.001 per share (“Common Stock”). Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.$0.001. As of August 9, 2012, the Company has 2,214,556,789April 30, 2020, and April 30, 2019, respectively, there were 2,486,076,963 shares of Common Stock issued and outstanding, and had 187 active shareholders10,000,000 shares of record. WePreferred Stock issued and outstanding, respectively.

The 10,000,000 Preferred Shares which were granted to Mr. Lazar on April 5, 2020 carried super voting rights of 21,000,000,000 common shares. The issuance of the preferred stock resulted in a non-cash charge of $21,000,000 and was recorded as stock-based compensation related party on the Company’s Consolidated Statements of Operations.

Holders of our Common Stock:

Holders of shares of our Common Stock do not have cumulative voting rights, meaning that the holders of the majority of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, and, in such event, the holders of the remaining shares will not be able to elect any of our Directors.

Historically, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and as of April 30, 2012 we have outstanding options to purchase 10,500,000 shares of common stock at an exercise price of $0.03667 per sharewill depend upon our earnings, if any, our capital requirements and 87,000,000 outstanding warrants to purchase 87,000,000 shares of common stock at an average exercise price of $0.008 per share. Additionally, the Company has a remaining reserve pursuant to the Exchange of 120,061,687 shares of Common Stock.

On July 19, 2010, we paid a stock dividend of two shares for each share of Common Stock owned as of the record date of July 16, 2010.

Techs Loanstar's ticker symbol for its shares of common stock quoted on the Over-the-Counter Quotation Boardfinancial position, our general economic conditions, and other pertinent conditions. It is "TCLN". For the period indicated, the following table sets forth the high and low closi prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and mayour present intention not necessarily represent actual transactions.