What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-30 compared with 2008-09-15 · 38 added, 652 removed, 1 unchanged (100% of the section changed)

for historical information contained herein, the following discussion contains

forward-looking statements that involve risks and uncertainties.

forward-looking statements include, but are not limited to, statements regarding

future events and the Company’s plans and expectations.

Actual results could

differ materially from those discussed herein.

Factors that could cause or

contribute to such differences include, but are not limited to, those discussed

elsewhere in this Form 10-K or incorporated herein by reference, including

set forth in Management’s

Discussion and Analysis or Plan of Operation.

and General Overview

(hereinafter referred to as “we”, “us”, “our”, “SportsQuest” and “the

Company”) business is to create, develop, own and manage high end sports events

and their operating entities, as well as executing a growth strategy involving

acquisition of diverse and effective sports marketing platforms.

incorporated April 3, 1986 in Delaware under the name Bay Head Ventures, Inc.

The Company has been managing the US Pro Golf Tour and anticipates it will

continue to manage USPGT for the foreseeable future.

March 2007, our primary business activity was the realization of commissions

from the operation by Air Brook Limousine, Inc., one of our stockholders, of

airport ground transportation terminals in New Jersey.

In March 2007, Air Brook

Limousine notified us of its intent to cancel certain agreements relating to

payment of such commissions, and as a result of such cancellation, we lost

source of revenue.

However, Air Brook Limousine had agreed, pursuant to an

agreement, dated August 10, 1993, to fund our operations for as long as it

deemed necessary and was financially able to do so.

16, 2007, Lextra Management Group, Inc.

acquired 51.16% of our issued and

outstanding common stock and an outstanding accounts receivable due to Air

Limousine by us in the amount of $340,000.

At the closing, Air Brook Limousine

terminated the August 10, 1993 agreement referenced above.

On August 16, 2007,

we issued 6,800,000 shares of our common stock to Lextra in exchange for the

forgiveness of the $340,000 receivable.

On August 21, 2007, we acquired all

the assets of Lextra pursuant to an Asset Purchase Agreement dated August 21,

2007, in exchange for the issuance of 2,000,000 shares of common stock to Lextra

and the forgiveness of our $500,000 loan to Lextra.

The assets of Lextra were

transferred to our wholly-owned subsidiary, SportsQuest Management Group,

executive offices are located at 1809 East Broadway #125 Oviedo, Florida 32765.

Our telephone number is (757) 572-9241.

We have one full time employee, and

January 31, 2008, the Board of Directors approved a change in the Company’s

fiscal year end from October 31 to December 31.

However, the Board of Directors

as of the date of this report, has elected to rescind the approval of the year

end change to December 31 and to approve a year end change to May 31, in order

to conform the year end of SportsQuest to its majority parent DoMark

International, Inc.

The Board believes this change of year end enables the

Company to more accurately report its financial information concerning

comparisons from prior periods.

Corporate History

SportsQuest, Inc.

entered into a Stock Issuance, Assumption and

Release Agreement (the “Assumption Agreement”), by and among SportsQuest, Inc.

Worldwide Incorporated

(“Greens”) and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners,

LLC and New Millennium Capital Partners II, LLC (collectively, the “Greens

Worldwide Investors”).

The transactions contemplated by the Assumption Agreement

included the following:

issuance by Greens of 390,000 shares of its Series A Convertible Preferred

Stock, par value $10.00 per share, to SportsQuest, Inc;

assumption by SportsQuest, Inc.

of 50% of Greens indebtedness to the Greens

Worldwide Investors under a Securities Purchase Agreement, dated as of March

2007, by and among Greens and the Greens Worldwide Investors (the “Greens

Worldwide Agreement”).

terms of the Assumption Agreement, the Greens Worldwide Investors will release

Greens from its obligations under the notes described above.

In consideration

for such release, SportsQuest, Inc.

issued to the SportsQuest Investors (who

the successors to the Greens Investors) callable secured convertible notes

an aggregate face amount of $3,903,750, including interest (collectively, the

“Assumption Notes”), and Greens issued to the Greens Investors callable secured

convertible notes with an aggregate face amount of $3,903,750, including

The Assumption Notes have the same terms and conditions as the notes

described above, except that the Assumption Notes are convertible into the

Company’s common stock.

Company has elected to account for the investment at cost since Greens does

currently have common shares for the Company to convert its preferred.

event that Greens has sufficient common shares available for conversion, and

Company was to exercise its conversion rights, the Company would not own more

than 50% of the voting common shares of Greens.

Zaring-Cioffi

Entertainment

20, 2007, we entered into an Agreement for the Exchange of Stock with

Zaring-Cioffi Entertainment, LLC, a full-service production company of

talent-based special events, and its members, ZCE, Inc.

and Q-C Entertainment,

The closing was subject to the conversion of Zaring-Cioffi Entertainment,

LLC to a California Corporation and completion of our due diligence.

transaction closed on September 27, 2008.

in 1993, Zaring-Cioffi Entertainment, LLC specializes in creating some of the

most exciting and media-friendly properties in the country by connecting

Hollywood star power to corporate America.

It is Hollywood's premier producer

talent-based special events, delivering once-in-a-lifetime experiences for

public, sponsors, and their guests.

Zaring-Cioffi

Entertainment specializes in three related areas:

a core business of televised

and non-televised sports and special event production;

supplying entertainers

and celebrities for product endorsements, personal appearances, corporate

meetings and events;

and coordinating unique education seminars about the

entertainment business.

Company is currently involved in litigation concerning this transaction.

for the Company has expressed the opinion that he believes the Company will

ultimately prevail.

to incur significant additional costs before we become profitable.

We anticipate

that most of the costs that we incur will be related to salaries, professional

fees and sales commissions.

We anticipate that we will add 3 employees and

contractors over the next 12 months.

that our monthly cash usage for operations will increase in the future due

the hiring of employees and contractors, and the increased activity leading

to the conduct of the events.

We anticipate that the area in which we will

experience the greatest increase in operating expenses is in marketing,

advertising, payroll related to sales support, technology and strategic business

strategy over the next 12 months is to continue the development of the US Pro

Golf Tour, close acquisitions of diverse sports firms delivering media and

entertainment platforms, and to engage additional professionals with the

experience and expertise to grow the Company and its brand.

management believes that there is an increasingly strong market for our events,

we have not generated substantial revenue from the development of any events

there is no assurance we can secure a market sufficient to permit us to achieve

profitability in the next twelve months.

compete with many providers of sports entertainment events.

There are many

management and sports marketing firms with more resources, operating history

projects than we have.

believes that we have no direct golf tour competitors.

We do not consider the

PGA Tour a competitor because the PGA Tour has more resources, player names,

broader television rights agreements, and is the governing body for Professional

Golf in the United States.

Because of these factors we cannot compete with

many golf mini tours throughout the United States, none of which have our

amenities, television and media coverage, operational expertise, or funding.

such, they do not represent any significant competition to us.

files reports and other materials with the Securities and Exchange Commission.

These documents may be inspected and copied at the Commission’s Public Reference

Room at 100 F Street, N.E., Washington, D.C., 20549.

You can obtain information

on the operation of the Public Reference Room by calling the Commission at

1-800-SEC-0330.

You can also get copies of documents that the Company files

the Commission through the Commission’s Internet site at www.sec.gov .

fiscal year end May 31, 2008, the Company had one employee.

should carefully consider the following risk factors before making an investment

If any of the following risks actually occur, our business, financial

condition or results of operations could be materially adversely affected.

such cases, the trading price of our common stock could decline and you may

all or a part of your investment.

COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION

shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly

referred to as the "penny stock" rule.

Section 15(g) sets forth certain

requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates

the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The Commission generally defines penny stock to be any equity security that

a market price less than $5.00 per share, subject to certain exceptions.

provides that any equity security is considered to be penny stock unless that

registered and traded on a national securities exchange meeting

specified criteria set by the Commission;

authorized for quotation on the NASDAQ

Stock Market;

issued by a registered investment company;

excluded from the

definition on the basis of price (at least $5.00 per share) or the registrant's

net tangible assets;

or exempted from the definition by the Commission.

our shares are deemed to be "penny stock", trading in the shares will be subject

to additional sales practice requirements on broker/dealers who sell penny

to persons other than established customers and accredited

MAY NOT HAVE ACCESS TO SUFFICIENT CAPITAL TO PURSUE OUR Business AND THEREFORE

WOULD BE UNABLE TO ACHIEVE OUR PLANNED FUTURE GROWTH:

to pursue a growth strategy that includes development of the Company sports

Currently we have limited capital which is insufficient to pursue

plans for development and growth.

Our ability to implement our growth plans

depend primarily on our ability to obtain additional private or public equity

debt financing.

We are currently seeking additional capital.

Such financing

not be available at all, or we may be unable to locate and secure additional

capital on terms and conditions that are acceptable to us.

Our failure to obtain

additional capital will have a material adverse effect on our

LACK OF DIVERSIFICATION IN OUR BUSINESS SUBJECTS INVESTORS TO A GREATER RISK

our efforts are focused on the development and growth of the sports business

an unproven area.

Although the scope of our sports events is substantial, we

make no assurances that the marketplace will accept our events or media

NOT INTEND TO PAY DIVIDENDS

anticipate paying cash dividends on our common stock in the foreseeable future.

We may not have sufficient funds to legally pay dividends.

Even if funds are

legally available to pay dividends, we may nevertheless decide in our sole

discretion not to pay dividends.

The declaration, payment and amount of any

future dividends will be made at the discretion of the board of directors,

will depend upon, among other things, the results of our operations, cash flows

and financial condition, operating and capital requirements, and other factors

our board of directors may consider relevant.

There is no assurance that we

pay any dividends in the future, and, if dividends are rapid, there is no

assurance with respect to the amount of any such dividend.

WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM,

OUR INVESTORS MAY HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE NEGATIVE

VOLATILITY ON THE MARKET PRICE OF OUR STOCK.

common stock is traded on the OTCBB.

The OTCBB is often highly illiquid, in

because it does not have a national quotation system by which potential

investors can follow the market price of shares except through information

received and generated by a limited number of broker-dealers that make markets

in particular stocks.

There is a greater chance of volatility for securities

that trade on the OTCBB as compared to a national exchange or quotation system.

This volatility may be caused by a variety of factors, including the lack of

readily available price quotations, the absence of consistent administrative

supervision of bid and ask quotations, lower trading volume, and market

Investors in our common stock may experience high fluctuations

the market price and volume of the trading market for our securities.

fluctuations, when they occur, have a negative effect on the market price for

our securities.

Accordingly, our stockholders may not be able to realize a

price from their shares when they determine to sell them or may have to hold

them for a substantial period of time until the market for our common stock

TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE

WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL

ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.

time consuming, difficult and costly for us to develop and implement the

additional internal controls, processes and reporting procedures required by

Sarbanes-Oxley Act.

We may need to hire additional financial reporting, internal

auditing and other finance staff in order to develop and implement appropriate

additional internal controls, processes and reporting procedures.

unable to comply with these requirements of the Sarbanes-Oxley Act, we may

be able to obtain the independent accountant certifications that the

Sarbanes-Oxley Act requires of publicly traded companies.

fail to comply in a timely manner with the requirements of Section 404 of

the Sarbanes-Oxley Act regarding internal control over financial reporting

remedy any material weaknesses in our internal controls that we may identify,

such failure could result in material misstatements in our financial statements,

cause investors to lose confidence in our reported financial information and

have a negative effect on the trading price of our common stock.

to Section 404 of the Sarbanes-Oxley Act and current SEC regulations,

beginning with our annual report on Form 10-K for our fiscal period ending

December 31, 2007, we will be required to prepare assessments regarding

internal controls over financial reporting and beginning with our annual report

on Form 10-K for our fiscal period ending December 31, 2008, furnish a

report by our management on our internal control over financial reporting.

have begun the process of documenting and testing our internal control

procedures in order to satisfy these requirements, which is likely to result

increased general and administrative expenses and may shift management time

attention from revenue-generating activities to compliance activities.

management is expending significant resources in an effort to complete this

important project, there can be no assurance that we will be able to achieve

objective on a timely basis.

There also can be no assurance that our auditors

will be able to issue an unqualified opinion on management’s assessment of the

effectiveness of our internal control over financial reporting.

achieve and maintain an effective internal control environment or complete

Section 404 certifications could have a material adverse effect on our

addition, in connection with our on-going assessment of the effectiveness of

internal control over financial reporting, we may discover “material weaknesses”

in our internal controls as defined in standards established by the Public

Company Accounting Oversight Board, or the PCAOB.

A material weakness is a

significant deficiency, or combination of significant deficiencies, that results

in more than a remote likelihood that a material misstatement of the annual

interim financial statements will not be prevented or detected.

defines “significant deficiency” as a deficiency that results in more

than a remote likelihood that a misstatement of the financial statements

that is more than inconsequential will not be prevented or detected.

event that a material weakness is identified, we will employ qualified personnel

and adopt and implement policies and procedures to address any material

weaknesses that we identify.

However, the process of designing and implementing

effective internal controls is a continuous effort that requires us to

anticipate and react to changes in our business and the economic and regulatory

environments and to expend significant resources to maintain a system of

internal controls that is adequate to satisfy our reporting obligations as

public company.

We cannot assure you that the measures we will take will

remediate any material weaknesses that we may identify or that we will implement

and maintain adequate controls over our financial process and reporting in

failure to complete our assessment of our internal control over financial

reporting, to remediate any material weaknesses that we may identify or to

implement new or improved controls, or difficulties encountered in their

implementation, could harm our operating results, cause us to fail to meet

reporting obligations or result in material misstatements in our financial

Any such failure could also adversely affect the results of the

periodic management evaluations of our internal controls and, in the case of

failure to remediate any material weaknesses that we may identify, would

adversely affect the annual auditor attestation reports regarding the

effectiveness of our internal control over financial reporting that are required

under Section 404 of the Sarbanes-Oxley Act.

Inadequate internal controls

could also cause investors to lose confidence in our reported financial

information, which could have a negative effect on the trading price of our

common stock.

REPORT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTAINS EXPLANATORY

LANGUAGE THAT SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE AS A GOING

independent auditor’s report on our financial statements contains explanatory

language that substantial doubt exists about our ability to continue as a going

The report states that we depend on the continued contributions of

executive officers to work effectively as a team, to execute our business

strategy and to manage our business.

The loss of key personnel, or their failure

to work effectively, could have a material adverse effect on our business,

financial condition, and results of operations.

If we are unable to obtain

sufficient financing in the near term or achieve profitability, then we would,

in all likelihood, experience severe liquidity problems and may have to curtail

our operations.

If we curtail our operations, we may be placed into bankruptcy

or undergo liquidation, the result of which will adversely affect the value

our common shares.

HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE

THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE

OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET.

YOU MAY BE UNABLE TO

YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN

SUBSTANTIAL LOSSES TO YOU.

MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS

A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT,

market for our common shares is characterized by significant price volatility

when compared to seasoned issuers, and we expect that our share price will

continue to be more volatile than a seasoned issuer for the indefinite future.

The volatility in our share price is attributable to a number of factors.

as noted above, our common shares are sporadically and thinly traded.

consequence of this lack of liquidity, the trading of relatively small

quantities of shares by our shareholders may disproportionately influence the

price of those shares in either direction.

The price for our shares could,

example, decline precipitously in the event that a large number of our common

shares are sold on the market without commensurate demand, as compared to a

seasoned issuer which could better absorb those sales without adverse impact

its share price.

Secondly, we are a speculative or “risky” investment due to our

limited operating history and lack of profits to date, and uncertainty of future

market acceptance for our potential products.

As a consequence of this enhanced

risk, more risk-adverse investors may, under the fear of losing all or most

their investment in the event of negative news or lack of progress, be more

inclined to sell their shares on the market more quickly and at greater

discounts than would be the case with the stock of a seasoned issuer.

these factors are beyond our control and may decrease the market price of our

common shares, regardless of our operating performance.

We cannot make any

predictions or projections as to what the prevailing market price for our common

shares will be at any time, including as to whether our common shares will

sustain their current market prices, or as to what effect that the sale of

shares or the availability of common shares for sale at any time will have

the prevailing market price.

should be aware that, according to SEC Release No.

34-29093, the market for

penny stocks has suffered in recent years from patterns of fraud and abuse.

patterns include (1) control of the market for the security by one or a few

broker-dealers that are often related to the promoter or issuer;

(2) manipulation of prices through prearranged matching of purchases and

sales and false and misleading press releases;

(3) boiler room practices

involving high-pressure sales tactics and unrealistic price projections by

inexperienced sales persons;

(4) excessive and undisclosed bid-ask

differential and markups by selling broker-dealers;

and (5) the wholesale

dumping of the same securities by promoters and broker-dealers after prices

been manipulated to a desired level, along with the resulting inevitable

collapse of those prices and with consequent investor losses.

Our management

aware of the abuses that have occurred historically in the penny stock market.

Although we do not expect to be in a position to dictate the behavior of the

market or of broker-dealers who participate in the market, management will

strive within the confines of practical limitations to prevent the described

patterns from being established with respect to our securities.

The occurrence

of these patterns or practices could increase the volatility of our share price.

IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY

DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY

RESULTS OF OPERATIONS.

discussed in the preceding risk factors, the market for our common shares is

characterized by significant price volatility when compared to seasoned issuers,

and we expect that our share price will continue to be more volatile than a

seasoned issuer for the indefinite future.

In the past, plaintiffs have often

initiated securities class action litigation against a company following periods

of volatility in the market price of its securities.

We may in the future be

target of similar litigation.

Securities litigation could result in substantial

costs and liabilities and could divert management’s attention and resources.

RELATING TO OUR CURRENT FINANCING ARRANGEMENT :

ARE A LARGE NUMBER OF SHARES UNDERLYING OUR SECURED CONVERTIBLE NOTES AND

WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES

DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

September 15, 2008, we had 12,847,251 shares of common stock issued and outstanding.

16, 2007, the Company entered into a Securities Purchase Agreement (the

“Purchase Agreement”), dated as of August 16, 2007, by and among the Company and

AJW Partners, LLC, AJW Master Fund, Ltd.

and New Millennium Capital Partners

LLC (collectively, the “Air Brook Investors”).

The transactions contemplated by

the Purchase Agreement will result in a funding of a total of $1,500,000 into

The Company completed these transactions on August 16, 2007.

Purchase Agreement provided for the sale by the Company to the Air Brook

Investors of callable secured convertible notes with an aggregate face amount

$1,500,000, plus interest (the “Facility Notes”).

The Air Brook Investors

purchased from the Company at closing Facility Notes with an aggregate face

amount of $500,000 and are required to purchase additional Facility Notes with

an aggregate face amount of $500,000 from the Company upon each of (i) the

filing of the registration statement required by the Registration Rights

Agreement and (iii) the declaration of effectiveness of such registration

statement by the Securities and Exchange Commission.

The Facility Notes accrue

interest at a rate of 8% per year, require quarterly interest payments in

certain circumstances related to the market price of the Company’s common stock,

and are due and payable on August 16, 2010 (the “Maturity Date”).

The Company is

not required to make any principal payments until the Maturity Date, but it

the option to prepay the amounts due under the Facility Notes in whole or in

part at any time, subject to the payment of varying prepayment penalties

depending on the time of such prepayment, as set forth in the Facility Notes.

The Facility Notes are convertible into common stock of the Company at a

discount to the then current fair market value of the Company’s common stock, as

set forth in the Facility Notes.

addition, the Purchase Agreement provided for the issuance by the Company to

Air Brook Investors of warrants to purchase 10,000,000 shares of the Company’s

common stock (the “Warrants”).

Each Warrant permits its holder to acquire shares

of the Company’s common stock at an exercise price of $0.25 per share at any

time through August 16, 2014.

CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE

NOTES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES,

CAUSING DILUTION TO EXISTING STOCKHOLDERS.

substantial obligations to issue shares of common stock on conversion of our

secured convertible notes.

following is an example of the amount of shares of our common stock issuable

conversion of the principal amount of our $1,500,000 secured convertible notes

issued under the Securities Purchase Agreement, dated August 16, 2007, based

market prices of our common stock 25%, 50% and 75% below the market price as

August 6, 2008 of $0.45

With Discount

Number of Shares

% of Outstanding

following is an example of the amount of shares of our common stock issuable

conversion of the principal amount of our $3,903,750 secured convertible notes

issued under the Stock Issuance, Assumption and Release Agreement, dated August

17, 2007, based on market prices of our common stock 25%, 50% and 75% below

market price.

With Discount

Number of Shares

% of Outstanding

illustrated, the number of shares of common stock issuable on conversion of

secured convertible notes will increase if the market price of our stock

declines, causing dilution to our existing stockholders.

CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE

NOTES MAY HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON

secured convertible notes issued under the Securities Purchase Agreement, dated

August 16, 2007, are convertible into shares of our common stock at a 40%

discount to the trading price of the common stock before conversion;

however, such percentage shall increase to 70% in the event that the

registration statement becomes effective on or before a date to be negotiated

us and the selling stockholders owning secured convertible notes.

convertible notes issued by us under the Stock Issuance, Assumption and Release

Agreement are convertible into our common stock at a 75% discount to the trading

price of the common stock before conversion.

significant downward pressure on the price of the common stock as the selling

stockholders convert and sell material amounts of common stock could have an

adverse effect on our stock price.

In addition, not only the sale of shares

issued on conversion or exercise of secured convertible notes and warrants,

also the mere perception that these sales could occur, may adversely affect

market price of the common stock.

ISSUANCE OF SHARES ON CONVERSION OF THE SECURED CONVERTIBLE NOTES AND EXERCISE

OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO EXISTING

STOCKHOLDERS .

issuance of shares on conversion of the secured convertible notes and exercise

of warrants may result in substantial dilution to the interests of other

stockholders because the selling stockholders may ultimately convert and sell

the full amount issuable on conversion.

Although AJW Partners, LLC, AJW Master

Fund, Ltd., and New Millennium Capital Partners II, LLC may not convert their

secured convertible notes and/or exercise their warrants if such conversion

exercise would cause them to own more than 4.99% of our outstanding common

stock, this restriction does not prevent AJW Partners, LLC, AJW Master Fund,

Ltd., and New Millennium Capital Partners II, LLC from converting and/or

exercising some of their holdings and then converting the rest of their

In this way, AJW Partners, LLC, AJW Master Fund, Ltd., and New

Millennium Capital Partners II, LLC could sell more than this limit while never

holding more than this limit.

There is no upper limit on the number of shares

that may be issued that will have the effect of further diluting the

proportionate equity interest and voting power of holders of our common stock.

OUR STOCK PRICE DECLINES, SHARES OF COMMON STOCK ALLOCATED FOR CONVERSION OF

SECURED CONVERTIBLE NOTES AND REGISTERED PURSUANT TO THIS PROSPECTUS MAY NOT

ADEQUATE AND WE MAY BE REQUIRED TO FILE A SUBSEQUENT REGISTRATION STATEMENT

COVERING ADDITIONAL SHARES.

IF THE SHARES WE HAVE ALLOCATED AND REGISTERED

NOT ADEQUATE AND WE ARE REQUIRED TO FILE AN ADDITIONAL REGISTRATION STATEMENT,

WE WILL INCUR SUBSTANTIAL COSTS.

our current market price and the potential decrease in our market price as

result of the issuance of shares on conversion of the secured convertible notes,

we have made a good faith estimate of the number of shares of common stock

we are required to register and allocate for conversion of the secured

convertible notes.

Accordingly, we have allocated 18,012,500 shares to cover

conversion of the secured convertible notes.

If our stock price decreases,

shares of common stock we have allocated for conversion of the secured

convertible notes and are registering may not be adequate.

If the shares we

allocated to the registration statement are not adequate and we are required

file an additional registration statement, we will incur substantial costs

connection with the preparation and filing of such registration statement.

ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING SECURED CONVERTIBLE NOTES,

WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE

ADDITIONAL FUNDS.

OUR FAILURE TO REPAY THE SECURED CONVERTIBLE NOTES, IF

REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US.

THIS COULD REQUIRE THE SALE

OF SUBSTANTIAL ASSETS.

16, 2007, we entered into a Securities Purchase Agreement for the sale of an

aggregate principal amount of $1,500,000 of secured convertible notes, which

due and payable three years from the date of issuance, unless sooner converted

into shares of our common stock.

On August 17, 2007, we assumed $3,903,750

secured convertible notes of a subsidiary in exchange for preferred stock in

that subsidiary, which convertible notes are due and payable on March 22, 2010,

unless sooner converted into shares of our common stock.

We currently have

aggregate principal amount of $4,566,610 of secured convertible notes

addition, any event of default such as our failure to repay the principal when

due, our failure to issue shares of common stock on conversion by holders,

failure to timely file a registration statement or have such registration

statement declared effective, breach of any covenant, representation or warranty

in the convertible note or any related agreement, the assignment or appointment

of a receiver to control a substantial part of our property or business, the

filing of a money judgment, writ or similar process against us in excess of

certain specified amounts, the commencement of a bankruptcy, insolvency,

reorganization or liquidation proceeding against us and the delisting of our

common stock could require the early repayment of the secured convertible notes,

including the imposition of a default interest rate of 15% on the outstanding

principal balance of the notes if the default is not cured with the specified

grace period.

We anticipate that the full amount of the secured convertible

notes will be converted into shares of our common stock in accordance with

If we were required to repay the secured convertible notes, we would

required to use our limited working capital and raise additional funds.

were unable to repay the notes when required, the noteholders could commence

legal action against us and foreclose on all of our assets to recover the

Any such action would require us to curtail or cease

EVENT OF DEFAULT OCCURS UNDER THE SECURITIES PURCHASE AGREEMENT, STOCK ISSUANCE,

ASSUMPTION AND RELEASE AGREEMENT, SECURED CONVERTIBLE NOTES, WARRANTS, SECURITY

AGREEMENT OR INTELLECTUAL PROPERTY SECURITY AGREEMENT, THE INVESTORS COULD

POSSESSION OF ALL OUR GOODS, INVENTORY, CONTRACTUAL RIGHTS AND GENERAL

INTANGIBLES, RECEIVABLES, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER, AND

INTELLECTUAL PROPERTY.

connection with the Securities Purchase Agreement and the Stock Issuance,

Assumption and Release Agreement we entered into on August 16, 2007 and August

17, 2007, respectively, we executed or became bound by a Security Agreement

an Intellectual Property Security Agreement in favor of the investors granting

them a first priority security interest in all of our goods, inventory,

contractual rights and general intangibles, receivables, documents, instruments,

chattel paper, and intellectual property.

These agreements provide that, if

event of default occurs under the instruments secured by them, the investors

have the right to take possession of the collateral, to operate our business

using the collateral and to assign, sell, lease or otherwise dispose of and

deliver all or any part of the collateral, at public or private sale or

otherwise to satisfy our obligations under these agreements.

FORWARD-LOOKING

Annual Report contains certain forward-looking statements regarding management’s

plans and objectives for future operations including plans and objectives

relating to our planned marketing efforts and future economic performance.

forward-looking statements and associated risks set forth in this Annual Report

include or relate to, among other things, (a) our growth strategies,

(b) anticipated trends in our industry, (c) our ability to obtain and

retain sufficient capital for future operations, and (d) our anticipated

needs for working capital.

These statements may be found under “Management’s

Discussion and Analysis or Plan of Operations” and “Business,” as well as in

this Annual Report generally.

Actual events or results may differ materially

from those discussed in forward-looking statements as a result of various

factors, including, without limitation, the risks outlined under “Risk Factors”

and matters described in this Annual Report generally.

In light of these risks

and uncertainties, there can be no assurance that the forward-looking statements

contained in this Annual Report will in fact occur.

forward-looking statements herein are based on current expectations that involve

a number of risks and uncertainties.

Such forward-looking statements are based

on assumptions described herein.

The assumptions are based on judgments with

respect to, among other things, future economic, competitive and market

conditions, and future business decisions, all of which are difficult or

impossible to predict accurately and many of which are beyond our control.

Accordingly, although we believe that the assumptions underlying the

forward-looking statements are reasonable, any such assumption could prove

inaccurate and therefore there can be no assurance that the results contemplated

in forward-looking statements will be realized.

In addition, as disclosed

elsewhere in the “Risk Factors” section of this prospectus, there are a number

of other risks inherent in our business and operations which could cause our

operating results to vary markedly and adversely from prior results or the

results contemplated by the forward-looking statements.

Management decisions,

including budgeting, are subjective in many respects and periodic revisions

be made to reflect actual conditions and business developments, the impact

which may cause us to alter marketing, capital investment and other

expenditures, which may also materially adversely affect our results of

In light of significant uncertainties inherent in the

forward-looking information included in this prospectus, the inclusion of such

information should not be regarded as a representation by us or any other person

that our objectives or plans will be achieved.

the information in this prospectus contains forward-looking statements that

involve substantial risks and uncertainties.

Any statement in this prospectus

and in the documents incorporated by reference into this prospectus that is

a statement of an historical fact constitutes a “forward-looking statement”.

Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”,

“seek”, “estimate”, “internal”, and similar words, we intend to identify

statements and expressions that may be forward- looking statements.

it is important to communicate certain of our expectations to our investors.

Forward-looking statements are not guarantees of future performance.

involve risks, uncertainties and assumptions that could cause our future results

to differ materially from those expressed in any forward-looking statements.

Many factors are beyond our ability to control or predict.

You are accordingly

cautioned not to place undue reliance on such forward-looking statements.

Important factors that may cause our actual results to differ from such

forward-looking statements include, but are not limited to, the risk factors

discussed herein.

fiscal year end May 31, 2008, the Company maintains its corporate executive

office in Oviedo, Florida.

The CEO of the Company has been providing the office

space at no charge to the Company as a courtesy to the Company.

(“the Company” or

“SPQS”), was formed under the laws of the State of Delaware on April 3, 1986 under the name Bay Head Ventures, Inc.

29, 1988 the Company acquired 100% of the issued and outstanding shares of A.B.

Park & Fly, Inc.

On December 8, 1988, the Company

changed its name to Air Brook Airport Express, Inc.

On August 16, 2007, Lextra Management Group,

acquired 51.16% of our issued and outstanding common stock and an outstanding account receivable due to Air Brook Limousine by us

in the amount of $340,000.

At the closing, Air Brook Limousine terminated the August 10, 1993 agreement referenced above.

On August 16,

2007, we issued 6,800,000 shares of our common stock to Lextra in exchange for the forgiveness of the $340,000 receivable.

On August 21,

2007, we acquired all of the assets of Lextra pursuant to an Asset Purchase Agreement dated August 21, 2007, in exchange for the issuance

of 2,000,000 shares of common stock to Lextra and the forgiveness of our $500,000 loan to Lextra.

The assets of Lextra were transferred

to our wholly-owned subsidiary, SportsQuest Management Group, Inc.

At that time the company changed its name to SportsQuest, Inc.

The Company developed, owned and managed high

end sports events and their operating entities, as well as executing a growth strategy involving acquisition of diverse and effective

sports marketing platforms.

The Company also managed the US Pro Golf Tour.

In 2021, the Company changed its focus to the

acquisition of innovative products and services and is currently focused on providing consulting services to potential franchise buyers

and advertising franchise opportunities through our website.

On January 9, 2025, the Company redomiciled from

Delaware to Wyoming.

Our Current Business

SportsQuest operates a web portal (www.iefranchise.com)

that provides information on more than 350 franchise opportunities through our agreement with Business Alliance Inc.

(BAI), as described

Additionally, franchisors advertise with us to have their franchise opportunity listed on our site.

Most groups working with BAI

concentrate on 1 – 3 industry sectors.

However, we can monetize on many sectors by offering paid lead generation per transaction

to the franchisor or on a subscription basis.

This information is not required of smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business