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Item 8. Financial Statements and Supplementary Data

2026-03-30 compared with 2008-09-15 · 9 added, 1006 removed, 1 unchanged (100% of the section changed)

FINANCIAL STATEMENTS

REGISTERED PUBLIC ACCOUNTING FIRM:

Weiseman and Associates LLP

FINANCIAL STATEMENTS:

Balance Sheet at May 31, 2008

Statements of Operations for the period ended May 31, 2008

Statements of Stockholders’ Equity for the period ended May 31, 2008

Statements of Cash Flows for the period ended May 31, 2008

TO CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

audited the accompanying consolidated balance sheet of SportsQuest, Inc.

Subsidiaries as of May 31, 2008, and the related consolidated statements of

operations, changes in shareholders' deficiency and cash flows for the year

These consolidated financial statements are the responsibility of the

Company's management.

Our responsibility is to express an opinion on these

financial statements based on our audits.

The financial statements of

SportsQuest, Inc.

and Subsidiaries as of May 31, 2007 were audited by other

auditors whose report dated August 8, 2008, expressed an unqualified opinion,

with an explanatory paragraph relating to the assumption the Company will

continue as a going concern, on those statements.

conducted our audit in accordance with the standards of the Public Company

Accounting Oversight Board (United States).

Those standards require that we

and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement.

includes examining, on a test basis, evidence supporting the amounts and

disclosures in the consolidated financial statements.

An audit also includes

assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation.

We believe that our audits provided a reasonable basis for our

opinion, the consolidated financial statements referred to above present fairly,

in all material respects, the financial position of SportsQuest, Inc., Inc

Subsidiaries, as of May 31, 2008, and the results of their operations and their

cash flows for the period then ended in conformity with accounting principles

generally accepted in the United States of America.

consolidated financial statements have been prepared assuming that the Company

will continue as a going concern.

As discussed in Note 2 to the consolidated

financial statements, the Company has operating and liquidity concerns, has

incurred an accumulated deficit of approximately $2,852,972 through the period

ended May 31, 2008, and current liabilities exceeded current assets by

approximately $3,854,841 at May 31, 2008.

These conditions raise substantial

doubt about the Company's ability to continue as a going concern.

plans as to these matters are also described in Note 2.

The consolidated

financial statements do not include any adjustments to reflect the possible

future effects on the recoverability and classification of assets or the amounts

and classification of liabilities that may result from the outcome of these

uncertainties.

Weisman and Associates LLP

BALANCES SHEETS

PERIOD ENDED MAY 31, 2008

expenses and other current assets

current assets

AND EQUIPMENT, net

from affiliate

assets - media content

in unconsolidated subsidary

AND STOCKHOLDERS' EQUITY:

expenses and other liabilities

from affiliates

current liabilities

AND CONTINGENCIES:

STOCKHOLDERS'

stock, $.0001 par value, 1,200,000 shares authorized, 100,000 issued

stock, $.0001 par value, 98,800,000 shares authorized, 12,397,594

and outstanding as of May 31, 2008

Paid-in capital

stock subscribed, not issued

stockholders' equity

LIABILITIES AND STOCKHOLDERS' EQUITY

accompanying notes are an integral part of these consolidated financial

SPORTSQUEST,INC.

STATEMENT OF OPERATIONS

PERIOD ENDED MAY 31, 2008

and administrative expenses

and marketing expenses

and amortization

operating expenses

(INCOME) AND EXPENSES

on the sale of assets

other expense

(LOSS) INCOME PER SHARE:

AVERAGE COMMON SHARES OUTSTANDING:

accompanying notes are an integral part of these consolidated financial

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

PERIOD ENDED MAY 31, 2008

Preferred Stock

of treasury stock

stock issued for compensation

stock subscribed, not issued

Financial Statements and Supplementary Data

The audited financial statements for the years ended December 31, 2025

and 2024 are included in this report, including:

· Balance Sheets

· Statements of Operations

· Statements of Stockholders’ Equity

· Statements of Cash Flows

PERIOD ENDED MAY 31, 2008

FLOWS FROM OPERATING ACTIVITIES:

to reconcile net loss to net cash used in operating

and amortization

of treasury stock

stock issued for services

in operating assets and liabilities:

and other current assets

expenses and other liabilities

cash (used) in operating activities

FLOWS FROM INVESTING ACTIVITIES:

receivable affiliates

cash (used in) by investing activities

FLOWS FROM FINANCING ACTIVITIES:

received on bond payable

from the sale of assets

received on loans payable

cash provided by financing activities

BEGINNING OF YEAR

CASH FLOW INFORMATION:

stock issued for services

of warrants from convertible note payable

stock issued as compensation

accompanying notes are an integral part of these consolidated financial

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED MAY 31, 2008

1 – BACKGROUND

(“SportsQuest”) is a majority, 79%, owned subsidiary of DoMark.

The Sportsquest

business was created to develop, own and manage high end sports events and

operating entities, as well as executing a growth strategy involving acquisition

of diverse and effective sports marketing platforms.

SportsQuest was

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

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

continue to manage USPGT for the foreseeable future.

SportsQuest trades on

Pink Sheets under “SPQS.PK”.

SportsQuest holds significant value in content

media and is refocusing is business model.

17, 2007,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

include the following:

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

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

assumption by SportsQuest of 50% of Greens indebtedness to the Greens

Worldwide Investors under a Securities Purchase Agreement, dated

March 22, 2007, by and among Greens and the Greens Worldwide Investors

(the “Greens Worldwide Agreement”).

an unconsolidated subsidiary of SportsQuest, Inc.

GOING CONCERN

accompanying financial statements have been prepared in conformity with

accounting principles generally accepted in the United States of America which

contemplate continuation of the Company as a going concern.

However, the Company

has year end losses from operations and had minimal revenues from operations

During the year ended May 31, 2008 the Company incurred net loss of

Further, the Company has inadequate working capital to maintain

develop its operations, and is dependent upon funds from private investors

the support of certain stockholders.

factors raise substantial doubt about the ability of the Company to continue

a going concern.

The financial statements do not include any adjustments that

might result from the outcome of these uncertainties.

In this regard, Management

is planning to raise any necessary additional funds through loans and additional

sales of its common stock.

There is no assurance that the Company will be

successful in raising additional capital.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company prepares its financial statements in accordance with accounting

principles generally accepted in the United States of America.

accounting policies are as follows:

of Consolidation

accompanying financial statements represent the consolidated financial position

and results of operations of the Company and include the accounts and results

operations of the Company and its majority owned subsidiary.

The accompanying

financial statements include only the active entity of SportsQuest, Inc.

preparation of financial statements in conformity with accounting principles

generally accepted in the United States of America requires management to make

estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date

the financial statements.

These estimates and assumptions also affect the

reported amounts of revenues, costs and expenses during the reporting period.

Management evaluates these estimates and assumptions on a regular basis.

results could differ from those estimates.

primary management estimates included in these financial statements are the

impairment reserves applied to various long-lived assets, allowance for doubtful

accounts for gateway access fees and licensing fees, and the fair value of

stock tendered in various non-monetary transactions.

Reclassification

prior period amounts have been reclassified to conform to current year

presentations.

and Cash Equivalents

Company considers all highly liquid investments with an original maturity of

three months or less to be cash equivalents.

At May 31, 2008, cash and cash

equivalents include cash on hand and cash in the bank.

and Equipment

and equipment is recorded at cost and depreciated over the estimated useful

lives of the assets using principally the straight-line method.

retired or otherwise disposed of, income is charged or credited for the

difference between net book value and proceeds realized thereon.

maintenance and repairs are charged to expense as incurred, and replacements

betterments are capitalized.

The range of estimated useful lives used to

calculated depreciation for principal items of property and equipment are as

Asset Category

Depreciation/

Amortization Period

Computer Equipment

income taxes are provided based on the provisions of Statement of Financial

Accounting Standards No.

109, "Accounting for Income Taxes" ("SFAS No.

reflect the tax effect of differences in the recognition of revenues and

expenses between financial reporting and income tax purposes based on the

enacted tax laws in effect at May 31, 2008.

Loss Per Share

earnings per share is computed in accordance with FASB No.

dividing net income (loss) available to common shareholders by the weighted

average number of common shares outstanding during the reporting period.

earnings per share reflects the potential dilution that could occur if stock

options and other commitments to issue common stock were exercised or equity

awards vest resulting in the issuance of common stock that could share in the

earnings of the Company.

As of May 31, 2008, there were no potential dilutive

instruments that could result in share dilution .

Value of Financial Instruments

value of a financial instrument is the amount at which the instrument could

exchanged in a current transaction between willing parties other than in a

forced sale or liquidation.

following methods and assumptions were used to estimate the fair value of each

class of financial instruments for which it is practicable to estimate that

cash equivalents, licensing receivable, prepaid expenses, other assets, and

accounts payable, income tax payable, and other current liabilities carrying

amounts approximate fair value due to their most maturities.

Statement Position (“FSP”) FAS No.

123(R)-5 was issued on October 10, 2006.

FSP provides that instruments that were originally issued as employee

compensation and then modified, and that modification is made to the terms

the instrument solely to reflect an equity restructuring that occurs when the

holders are no longer employees, then no change in the recognition or the

measurement (due to a change in classification) of those instruments will result

if both of the following conditions are met:

There is no increase in fair

value of the award (or the ratio of intrinsic value to the exercise price of

award is preserved, that is, the holder is made whole), or the antidilution

provision is not added to the terms of the award in contemplation of an equity

restructuring;

All holders of the same class of equity instruments

example, stock options) are treated in the same manner.

The provisions in this

FSP shall be applied in the first reporting period beginning after the date

FSP is posted to the FASB website.

The Company has adopted SP FAS No.

but it did not have a material impact on its consolidated results of operations

and financial condition.

and Other Intangible Assets

Company adopted Statement of Financial Accounting Standard (“SFAS No.”) No.

and Other Intangible Assets ,

effective July 1, 2002.

As a result, the Company discontinued amortization

goodwill, and instead annually evaluates the carrying value of goodwill and

other intangible assets for impairment, in accordance with the provisions of

There was no impairment of goodwill or other intangible assets

of Long-Lived Assets

accordance with SFAS No.

144, long-lived assets, such as property, plant, and

equipment, and purchased intangibles, are reviewed for impairment whenever

events or changes in circumstances indicate that the carrying amount of an

may not be recoverable.

Goodwill and other intangible assets are tested for

impairment annually.

Recoverability of assets to be held and used is measured

a comparison of the carrying amount of an asset to estimated undiscounted future

cash flows expected to be generated by the asset.

If the carrying amount of

asset exceeds its estimated future cash flows, an impairment charge is

recognized by the amount by which the carrying amount of the asset exceeds

fair value of the asset.

There were no events or changes in circumstances that

necessitated a review of impairment of long lived assets.

Concentration

of Credit Risk

Company maintains its operating cash balances in banks in Oviedo Florida.

Federal Depository Insurance Corporation (FDIC) insures accounts at each

institution up to $100,000.

instruments that potentially subject the Company to concentrations of credit

risk are primarily trade accounts receivable.

The trade accounts receivable

due primarily from small business customers in numerous geographical locations

throughout the United States.

Company estimates and provides an allowance for uncollectible accounts

includes sponsorship and media sales.

The Company recognizes revenue from

product sales in accordance with Staff Accounting Bulletin (SAB) No.

“Revenue Recognition in Financial Statement” which is at the time customers are

invoiced at shipping point, provided title and risk of loss has passed to the

customer, evidence of an arrangement exists, fees are contractually fixed or

determinable, collection is reasonably assured through historical collection

results and regular credit evaluations, and there are no uncertainties regarding

customer acceptance.

Accounting Pronouncements

Whether Instruments Granted in Share-Based Payment Transactions Are

Participating Securities

June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue

03-6-1, “Determining Whether Instruments Granted in Share-Based Payment

Transactions Are Participating Securities.” The FSP addresses whether

instruments granted in share-based payment transactions are participating

securities prior to vesting and, therefore, need to be included in the earnings

allocation in computing earnings per share under the two-class method.

affects entities that accrue dividends on share-based payment awards during

awards’ service period when the dividends do not need to be returned if the

employees forfeit the award.

This FSP is effective for fiscal years beginning

after December 15, 2008.

The Company is currently assessing the impact of

FSP EITF 03-6-1 on its consolidated financial position and results of

Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own

2008, the FASB ratified EITF Issue No.

07-5, "Determining Whether an Instrument

(or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5).

07-5 provides that an entity should use a two step approach to evaluate whether

an equity-linked financial instrument (or embedded feature) is indexed to its

own stock, including evaluating the instrument's contingent exercise and

settlement provisions.

It also clarifies on the impact of foreign currency

denominated strike prices and market-based employee stock option valuation

instruments on the evaluation.

EITF 07-5 is effective for fiscal years beginning

after December 15, 2008.

The Company is currently assessing the impact of EITF

07-5 on its consolidated financial position and results of

for Convertible Debt Instruments That May Be Settled in Cash upon Conversion

(Including Partial Cash Settlement)

May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion

14-1, “Accounting for Convertible Debt Instruments That May Be

Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP

clarifies the accounting for convertible debt instruments that may be settled

cash (including partial cash settlement) upon conversion.

The FSP requires

issuers to account separately for the liability and equity components of certain

convertible debt instruments in a manner that reflects the issuer's

nonconvertible debt (unsecured debt) borrowing rate when interest cost is

The FSP requires bifurcation of a component of the debt,

classification of that component in equity and the accretion of the resulting

discount on the debt to be recognized as part of interest expense in our

consolidated statement of operations.

The FSP requires retrospective application

to the terms of instruments as they existed for all periods presented.

is effective as of January 1, 2009 and early adoption is not permitted.

Company is currently evaluating the potential impact of FSP APB 14-1 upon its

consolidated financial statements.

Hierarchy of Generally Accepted Accounting Principles

2008, the FASB issued SFAS No.

162, "The Hierarchy of Generally Accepted

Accounting Principles" (FAS No.162).

162 identifies the sources of

accounting principles and the framework for selecting the principles used in

preparation of financial statements.

162 is effective 60 days following

the SEC's approval of the Public Company Accounting Oversight Board amendments

to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally

Accepted Accounting Principles".

The implementation of this standard will not

have a material impact on the Company's consolidated financial position and

results of operations.

Determination

of the Useful Life of Intangible Assets

2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff

Position on Financial Accounting Standard (“FSP FAS”) No.

142-3, “Determination

of the Useful Life of Intangible Assets”, which amends the factors that should

be considered in developing renewal or extension assumptions used to determine

the useful life of intangible assets under SFAS No.

142 “Goodwill and Other

Intangible Assets”.

The intent of this FSP is to improve the consistency

between the useful life of a recognized intangible asset under SFAS No.

the period of the expected cash flows used to measure the fair value of the

asset under SFAS No.

141 (revised 2007) “Business Combinations” and other U.S.

generally accepted accounting principles.

The Company is

currently evaluating the potential impact of FSP FAS No.

consolidated financial statements.

about Derivative Instruments and Hedging Activities

2008, the FASB issued SFAS No.

161, “ Disclosure

about Derivative Instruments and Hedging Activities ,

amendment of SFAS No.

133”, (SFAS 161).

This statement requires that objectives

for using derivative instruments be disclosed in terms of underlying risk and

accounting designation.

The Company is required to adopt SFAS No.

161 on January

The Company is currently evaluating the potential impact of SFAS No.

161 on the Company’s consolidated financial statements.

in Effective Date

February 2008, the FASB issued FSP FAS No.

157-2, “Effective Date of FASB

Statement No.

This FSP delays the effective date of SFAS No.

all nonfinancial assets and nonfinancial liabilities, except those that are

recognized or disclosed at fair value on a recurring basis (at least annually)

to fiscal years beginning after November 15, 2008, and interim periods

within those fiscal years.

The impact of adoption was not material to the

Company’s consolidated financial condition or results of

December 2007, the FASB issued SFAS No.

141(R) “Business Combinations” (SFAS

This Statement replaces the original SFAS No.

This Statement

retains the fundamental requirements in SFAS No.

141 that the acquisition

method of accounting (which SFAS No.

141 called the purchase

for all business combinations and for an acquirer to be identified for each

business combination.

The objective of SFAS No.

141(R) is to improve the

relevance, and comparability of the information that a reporting entity provides

in its financial reports about a business combination and its effects.

accomplish that, SFAS No.

141(R) establishes principles and requirements for

the acquirer:

and measures in its financial statements the identifiable assets

the liabilities assumed, and any noncontrolling interest in the

and measures the goodwill acquired in the business combination or

from a bargain purchase.

what information to disclose to enable users of the financial statements

to evaluate the nature and financial effects of the business

Statement applies prospectively to business combinations for which the

acquisition date is on or after the beginning of the first annual reporting

period beginning on or after December 15, 2008 and may not be applied before

The Company does not expect the effect that its adoption of SFAS

141(R) will have on its consolidated results of operations and financial

Noncontrolling

Interests in Consolidated Financial Statements—an amendment of ARB No.

December 2007, the FASB issued SFAS No.

160 “Noncontrolling Interests in

Consolidated Financial Statements – an amendment of ARB No.

51” (SFAS No.

This Statement amends the original Accounting Review Board (ARB) No.

“Consolidated Financial Statements” to establish accounting and reporting

standards for the noncontrolling interest in a subsidiary and for the

deconsolidation of a subsidiary.

It clarifies that a noncontrolling interest

a subsidiary is an ownership interest in the consolidated entity that should

reported as equity in the consolidated financial statements.

This Statement

effective for fiscal years and interim periods within those fiscal years,

beginning on or after December 15, 2008 and may not be applied before that

The does not expect the effect that its adoption of SFAS No.

160 will have

its consolidated results of operations and financial condition.

Value Option for Financial Assets and Financial Liabilities

February 2007, the FASB issued SFAS No.

159, “The Fair Value Option for

Financial Assets and Financial Liabilities – Including an amendment of SFAS No.

115” (SFAS No.

159), which becomes effective for the Company on February 1,

2008, permits companies to choose to measure many financial instruments and

certain other items at fair value and report unrealized gains and losses in

Such accounting is optional and is generally to be applied instrument

by instrument.

The Company does not anticipate that the election, of this

fair-value option will have a material effect on its consolidated financial

condition, results of operations, cash flows or disclosures.

Value Measurements

September 2006, the FASB issued SFAS No.

157, "Fair Value Measurements" (SFAS

157 provides guidance for using fair value to measure assets

and liabilities.

157 addresses the requests from investors for expanded

disclosure about the extent to which companies’ measure assets and liabilities

at fair value, the information used to measure fair value and the effect of

value measurements on earnings.

157 applies whenever other standards

require (or permit) assets or liabilities to be measured at fair value, and

not expand the use of fair value in any new circumstances.

effective for financial statements issued for fiscal years beginning after

November 15, 2007 and will be adopted by the Company in the first quarter of

fiscal year 2008.

The Company is unable at this time to determine the effect

that its adoption of SFAS No.

157 will have on its consolidated results of

operations and financial condition.

Changes and Error Corrections

2005, the FASB issued SFAS No.

154, "Accounting Changes and Error Corrections"

154), which replaces Accounting Principles Board (APB) Opinion No.

"Accounting Changes," and SFAS No.

3, "Reporting Accounting Changes in Interim

Financial Statements - An Amendment of APB Opinion No.

provides guidance on the accounting for and reporting of accounting changes

error corrections, and it establishes retrospective application, or the latest

practicable date, as the required method for reporting a change in accounting

principle and the reporting of a correction of an error.

effective for accounting changes and corrections of errors made in fiscal years

beginning after December 15, 2005.

The Company adopted SFAS No.

quarter of fiscal year 2007 and does not expect it to have a material impact

its consolidated results of operations and financial condition.

PROPERTY AND EQUIPMENT

and equipment, net at May 31, consist of the following:

property and equipment

accumulated depreciation

depreciation expense for the years ended May 31, 2008 was $394.

5 – INTANGIBLE ASSETS

and equipment, net at May 31, consist of the following:

intangible assets

accumulated amortization

Company has not amortized these assets as they were purchased late in the year

and have not been placed in services as of May 31, 2008.

payable comprise the following:

February 26, 2008, SportsQuest, Inc.

entered into a Securities Purchase

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

(“Parent”), and SportsQuest Management Group, Inc.

(the “Subsidiary”).

Parent SportsQuest, Inc., and Subsidiary, SQ Mgt Group are collectively

referred to as the “Company” and the secured party’s signatory and their

respective endorsees, transferees and assigns are collectively the

“Secured Party”.

The transactions contemplated by the Purchase Agreement

resulted in a funding of a total of $250,000 into the

Callable Secured Convertible Notes issued for the $250,000 resulted in a

beneficial conversion factor that was valued at $170,000 on the date of issuance

which was accounted for as additional paid in capital and the value of this

beneficial conversion factor will be amortized over the conversion or when

note is converted during the period available for conversion.

Purchase Agreement provided that the Parent shall issue to the Secured Party

certain of SportsQuest 8% Callable Secured Convertible Notes, due three years

from the date of issue, which are convertible into shares of SportsQuest Common

Stock, par value $0.0001 per share and the Parent shall issue the Secured Party

certain Common Stock purchase warrants.

Master Fund or its registered assigns, is entitled to purchase from SportsQuest

2,000,000 fully paid and non-assessable shares of the Company’s Common Stock,

par value $0.0001 per share, at an exercise price per share equal to

Partners, LLC or its registered assigns, is entitled to purchase from

SportsQuest 2,000,000 fully paid and non-assessable shares of the Company’s

Common Stock, par value $0.0001 per share, at an exercise price per share equal

Millennium Capital Partners II, LLC or its registered assigns, is entitled

purchase from the Company SportsQuest, Inc.

6,000,000 fully paid and

non-assessable shares of Common Stock, par value $0.0001 per share, at an

exercise price per share equal to $0.003.

August 16, 2007, SportsQuest, Inc.

entered into a Securities Purchase

Agreement (the “Purchase Agreement”), by and among the Company and AJW

Partners, LLC, AJW Master Fund, Ltd.

and New Millennium Capital Partners

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

The transactions

contemplated by the Purchase Agreement will result in a funding of

of $1,500,000 into the Company.

Purchase Agreement provided for the sale by SportsQuest to the SportsQuest

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 SportsQuest to

SportsQuest Investors of warrants to purchase 10,000,000 shares of SportsQuest

common stock (the “Warrants”).

Each Warrant permits its holder to acquire shares

of SportsQuest common stock at an exercise price of $0.25 per share at any

through August 16, 2014.

allocated the proceeds received between the Facility Notes issued and the

warrant based on the relative fair values at the time of issuance in accordance

with APB Opinion 14, Accounting

for Convertible Debt and Debt Issued with Stock Purchase

Company then further allocated the proceeds received to the beneficial

conversion feature in accordance with EITF Issue No.

98-5, Accounting

for Convertible Securities with Beneficial Conversion Features or Contingently

Adjustable Conversion Ratios ,

guidance in EITF Issue No.

00-27, Application

98-5 to Certain Convertible Instruments.

value of the warrant was estimated on the date of issuance using the

Black-Scholes valuation model and the assumptions described in the table below:

value of underlying stock at date of issuance

dividend yield

interest rate

result of the above allocations, the Company recorded discounts of $833,333

related to the $1,000,000 worth of Facility Notes issued during 2007.

discounts have been reflected as additional paid in capital in the accompany

statement of stockholders’ equity.

During 2007, the Company recorded

approximately $496,193 of interest expense related to the amortization of the

condition to entering into the Purchase Agreement, SportsQuest and the

SportsQuest Investors entered into a Registration Rights Agreement, dated as

August 16, 2007.

As set forth in the Registration Rights Agreement, SportsQuest

has agreed to file a registration statement with the Securities and Exchange

Commission, within 30 days, to cover the resale by the SportsQuest Investors

the shares of SportsQuest common stock into which the Facility Notes are

The Company has further agreed to use its best efforts to have

registration statement declared effective and to keep such registration

statement effective until the earlier of (i) the date on which all of the

securities covered by the registration statement have been sold and (ii) the

date on which such securities may be immediately sold to the public without

registration or restriction.

The Company has also granted piggyback registration

rights to the SportsQuest Investors, to the extent that it files a registration

statement for its own account, for the same period.

August 16, 2007, SportsQuest loaned $500,000 to Lextra Management

(“Lextra”), as set forth in a callable secured note (the “Lextra

Note”) containing terms substantially similar to the Facility Notes.

Lextra Note, however, does not contain any provision for the outstanding

amount due under it to be converted into Lextra’s stock.

This note was

satisfied during the period through the Asset Purchase Agreement

to in note 9.

August 17, 2007, SportsQuest entered into a Stock Issuance, Assumption

Release Agreement (the “Assumption Agreement”), by and among the Company

and Greens Worldwide Incorporated (“Greens Worldwide”) 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 include

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

Preferred Stock, par value $10.00 per share (the “Series A Preferred

Stock”), to SportsQuest;

assumption by SportsQuest of 50% of Greens Worldwide’s indebtedness to the

Greens Worldwide Investors under a Securities Purchase Agreement,

of March 22, 2007, by and among Greens Worldwide and the Greens Worldwide

Investors (the “Greens Worldwide

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

Greens Worldwide from its obligations under the notes described above.

consideration for such release, SportsQuest will issue to the SportsQuest

Investors (who are the successors to the Greens Worldwide Investors) callable

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

interest (collectively, the “Assumption Notes”), and Greens Worldwide will issue

to the SportsQuest Investors callable secured convertible notes with an

aggregate face amount of $3,903,750, including interest.

The Assumption Notes

have the same terms and conditions as the notes described above, except that

Assumption Notes are convertible into SportsQuest common stock.

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

not have common shares for SportsQuest to convert its preferred and it is

unlikely that Greens Worldwide will have common shares in the short term.

event that Greens Worldwide has sufficient common shares available for

conversion, and SportsQuest was to exercise its conversion rights, SportsQuest

would not own more than 50% of the voting common shares of Greens

September 25, 2007, SportsQuest entered into an Exchange Agreement

stipulated that the Company shall pay ZCE the sum of $150,000 in

the closing (the “Closing Cash Payment”).

Under the Bring Down and

Amendment, the parties acknowledged that the Closing Cash Payment

intended to be used to pay off certain debts of ZCE (the Debt”).

to the Bring Down and Amendment, the parties agreed that the Closing

Payment would be paid to ZCE at closing.

Instead, the parties amended

cash payment and SportsQuest agreed to service the Debt after closing

according to the then current monthly schedule and pursuant to the

of the Bring Down and Amendment.

SportsQuest agreed in the Bring

Amendment to pay off the Debt in full on the closing of the sale

callable secured convertible notes in the aggregate principal amount

$500,000 to AJW Master Fund, Ltd., AJW Partners, LLC (collectively,

pursuant to the Securities Purchase Agreement, dated August 16, 2007,

among the Company and NIR, which closing shall occur within five

days after the declaration of the effectiveness of the Form SB-2

registration Statement filed by the Company with the Securities and

Exchange Commission on September 14,

7 – STOCKHOLDER’S EQUITY

the year ended May 31, 2008 and 2007 :

Quarter Ended

Cash Received

Year Ended May 31,

15, 2008, our President and Chief Executive Officer executed an agreement with

DoMar Exotic Furnishings, Inc.

(the “Agreement”) whereby pursuant to the terms

and conditions of that Agreement, DoMar, Inc.

purchased of 100,000 Series A

Preferred Convertible Shares of our company owned by R.

Thomas Kidd which

represents approximately seventy-nine percent (79%) of our capital stock of

SportsQuest, Inc.

The Closing of the transaction occurred on May 20,

February, 2008 500,000 common shares were issued to a Board of Director for

services rendered.

8 – INCOME TAXES

provision (benefit) for income taxes from continued operations for the years

ended May 31, 2008 and 2007 consist of the following:

from the operating loss

provision for income taxes, net

difference between income tax expense computed by applying the federal statutory

corporate tax rate and actual income tax expense is as follows:

federal income tax rate

income taxes and other

income taxes result from temporary differences in the recognition of income

expenses for the financial reporting purposes and for tax purposes.

effect of these temporary differences representing deferred tax asset and

liabilities result principally from the

operating loss carryforward

income tax asset

Company has a net operating loss carryforward of approximately $2,852,972

available to offset future taxable income through 2028.

SUBSEQUENT EVENTS

23, 3007, SportsQuest entered into an Investment Agreement (the “Investment

Agreement”) with Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted

company (“Dutchess”).

The Investment Agreement provides for the Company’s right,

subject to certain conditions, to require Dutchess to purchase up to $50,000,000

of SportsQuest common stock at a seven percent discount to market over the

month period following a registration statement covering such common stock

declared effective by the Securities and Exchange Commission.

condition to entering into the Investment Agreement, SportsQuest and Dutchess

entered into a Registration Rights Agreement, dated as of August 23, 2007 (the

“Registration Rights Agreement”).

As set forth in the Registration Rights

Agreement, the Company has agreed to file a registration statement with the

Securities and Exchange Commission within 45 days after the date of the

Registration Rights Agreement to cover the resale by Dutchess of the shares

the Company’s common stock issued pursuant to the Investment Agreement.

SportsQuest has agreed to initially register for resale 10,000,000 shares of

common stock which would be issuable on the date preceding the filing of the

registration statement based on the closing bid price of SportsQuest common

stock on such date and the amount reasonably calculated that represents common

stock issuable to other parties as set forth in the Investment Agreement except

to the extent that the Securities and Exchange Commission requires the share

amount to be reduced as a condition of effectiveness.

SportsQuest has

further agreed to use all commercially reasonable efforts to cause the

registration statement to be declared effective by the Securities and Exchange

Commission within 120 days after the date of the Registration Rights Agreement

and to keep such registration statement effective until the earlier to occur

the date on which (a) Dutchess shall have sold all of the shares of common

issued or issuable pursuant to the Investment Agreement;

or (b) Dutchess has

right to acquire any additional shares of common stock under the Investment

COMMITMENTS AND CONTINGENCIES

September 27, 2007, the Company completed an Exchange Agreement entered into

August 20, 2007 with Zaring-Cioffi Entertainment, LLC, a California limited

liability company (“Zaring-Cioffi”), ZCE, Inc., a California corporation

(“ZCE”), and Q-C Entertainment, LLC, a Washington limited liability company

Pursuant to a Bring Down Agreement and Amendment (the “Bring Down and

Amendment”), dated September 25, 2007, among the Company, Zaring/Cioffi

Entertainment, Inc., Zce, David Quin (“Quin”) and Jeff Merriman Cohen (“Cohen”),

Quin and Cohen, the sole members of Q-C, assumed the rights, obligations and

liabilities of Q-C under the Exchange Agreement, as amended by the Bring Down

and Amendment.

Under the terms of the Exchange Agreement, as amended by the

Bring Down and Amendment, the Company purchased 100% of the issued and

outstanding shares of Zaring-Cioffi from its shareholders, ZCE, Quin and Cohen,

in exchange for the issuance of 409,836 shares of restricted common stock of

Company to ZCE and 409,836 shares of restricted common stock of the Company

Cohen and Quin, which stock in the aggregate was valued at $500,000.

addition, the Company issued warrants (the “Warrants”) to purchase an aggregate

400,000 shares of restricted common stock of the Company to the shareholders

Zaring-Cioffi according to the following Schedule:

shares to each of ZCE and Quin Cohen at a strike price of $0.50 per share

expiring December 31, 2007;

50,000 shares to each ZCE and Quin and Cohen at

strike price of $1.00 per share expiring December 31, 2008;

and 100,000 shares

to each of ZCE and Quin and Cohen at a strike price of $1.50 per share expiring

December 31, 2009.

Quin and Cohen received, at no cost, a Bronze Level sponsorship position (or

equivalent) at all Zaring-Cioffi events through 2009.

Bring Down and Amendment, the Company, Zaring-Cioffi, ZCE, Cohen and Quin also

made the representations and warranties set forth in the Exchange Agreement

of closing and agreed that the representations and warranties would not survive

matter is presently in litigation and the Company has been assured by its

counsel that it will prevail in this matter.

11 – NET LOSS PER SHARE

per share is calculated using the weighted average number of shares of common

stock outstanding during the year.

The company considers the outstanding

warrants granted for diluted earnings per share for the year ended May 31,

and 2007 respectively because the effect of their inclusion would be

anti-dilutive.

12 – RELATED PARTY TRANSACTIONS

February 15, 2008, SportsQuest issued 500,000 of its common shares to a Company

Director as compensation for a value of $75,000, or $.15 per share.

Air Brook Limousine notified us that it had experienced extraordinary increases

in the cost of performing the agreements and advised us of its intent to cancel

the contracts.

As part of a settlement of issues, we entered into an Agreement

and Plan of Reorganization dated March 8, 2007, pursuant to which, among other

things, we agreed that A.B.

Park & Fly would be merged with and into a

wholly-owned subsidiary of Air Brook Limousine, wherein the separate existence

Park & Fly would cease.

In consideration for the preceding, Air

Brook Limousine agreed to deliver to us 150,000 shares of our common stock,

which we canceled as outstanding shares.

This merger was completed on March

16, 2007, Lextra Management Group, Inc., an event management company, acquired

51.16% of our issued and outstanding common stock pursuant to an Agreement

June 26, 2007 by and among Lextra, our company and certain of our principal

stockholders.

Pursuant to the terms of this agreement, at the closing, Lextra

acquired (a) 1,165,397 shares representing 51.16% of the issued and outstanding

shares of our common stock from the selling stockholders for an aggregate

purchase price of $116,500 and (b) an outstanding accounts receivable due to

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

At the closing, Air Brook

Limousine cancelled the agreement dated August 10, 1993 under which Air Brook

Limousine stipulated that it would fund our operations for as long as Air Brook

Limousine deemed necessary and as long as it was financially

Company has chosen to account for the acquisition of its wholly owned

subsidiary, ZCE, Inc., as an unconsolidated investment in the subsidiary as

Exchange Agreement and Bring Down and Amendment agreement is in question and

be settled or rescinded once the Company determines which course of action

the best interest of the Company and its shareholders during

16, 2007, 6,800,000 shares were issued for a value of $340,000 in exchange

release from debt to the Company’s affiliate.

October 31, 2007, there was a balance due to Zaring Cioffi Entertainment of

Pursuant to the Bring Down and Amendment, the Company would service

the debt of ZCE on a monthly basis until the registration statement was declared

effective by the SEC and the Company had received its third tranche of funding

in the amount of $500,000 under the callable notes dated August 17, 2007.

addition, the Company has the right of offset for the sum of $20,000 already

advanced to ZCE on August 30, 2007, before the closing.

STOCK BASED COMPENSATION

Company issues stock options from time to time to executives, key employees

members of the Board of Directors.

The Company has adopted the disclosure-only

provisions of Statement of Financial Accounting Standards No.

123, "Accounting

for Stock-Based Compensation," and continues to account for stock based

compensation using the intrinsic value method prescribed by Accounting

Principles Board Opinion No.

25, "Accounting for Stock Issued to Employees".

Accordingly, no compensation cost has been recognized for the stock options

granted to employees.

December 2004, the FASB issued a revision of SFAS No.

123 ("SFAS No.

that requires compensation costs related to share-based payment transactions

be recognized in the statement of operations.

With limited exceptions, the

amount of compensation cost will be measured based on the grant-date fair value

of the equity or liability instruments issued.

In addition, liability awards

will be re-measured each reporting period.

Compensation cost will be recognized

over the period that an employee provides service in exchange for the award.

123(R) replaces SFAS No.

123 and is effective as of the beginning

January 1, 2006.

Based on the number of shares and awards outstanding as of

December 31, 2005 (and without giving effect to any awards which may be granted

in 2006), we do not expect our adoption of SFAS No.

123(R) in January 2006

have a material impact on the financial statements.

Statement Position (“FSP”) FAS No.

123(R)-5 was issued on October 10, 2006.

FSP provides that instruments that were originally issued as employee

compensation and then modified, and that modification is made to the terms

the instrument solely to reflect an equity restructuring that occurs when the

holders are no longer employees, then no change in the recognition or the

measurement (due to a change in classification) of those instruments will result

if both of the following conditions are met:

There is no increase in fair

value of the award (or the ratio of intrinsic value to the exercise price of

award is preserved, that is, the holder is made whole), or the antidilution

provision is not added to the terms of the award in contemplation of an equity

restructuring;

All holders of the same class of equity instruments

example, stock options) are treated in the same manner.

The provisions in this

FSP shall be applied in the first reporting period beginning after the date

FSP is posted to the FASB website.

The Company has adopted SP FAS No.

but it did not have a material impact on its consolidated results of operations

and financial condition.

were no options granted in the year ended May 31, 2008 and 2007 and all options

previously granted have been fully vested and therefore there is no pro forma

effect for the year then ended.

The fair value of each option grant is estimated

on the date of grant using the Black-Scholes option-pricing model.

Company accounts for stock awards issued to nonemployees in accordance with

provisions of SFAS No.

123 and Emerging Issues Task Force (“EITF”) Issue No.

96-18 Accounting

for Equity Instruments that are Issued to Other Than Employees for Acquiring,

in Conjunction with Selling Goods or Services .

123 and EITF 96-18, stock awards to nonemployees are accounted for

their fair value as determined under Black-Scholes option pricing model.

IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

of Previous Auditor .

letter dated September 6, 2007, Robert G.

Jeffrey, C.P.A.

(“Jeffrey”), the

former auditor and accountant of SportsQuest, Inc.

(formerly known as Air Brook

Airport Express, Inc.) (the “Company”), resigned, effective August 16, 2007.

report of Jeffrey on the Company’s financial statements for the years ended

October 31, 2006 and 2005 did not contain an adverse opinion or disclaimer

opinion and was not modified as to uncertainty, audit scope or accounting

The decision to change accountants was not recommended or approved

by the board of directors or audit committee of the board of directors.

the 2005 and 2006 fiscal years and the interim period from November 1, 2006

through August 16, 2007, there were no disagreements with Jeffrey, whether

not resolved, on any matter of accounting principles or practices, financial

statement disclosure or auditing scope or procedure, which, if not resolved

Jeffrey’s satisfaction, would have caused him to make reference to the subject

matter of the disagreement in connection with his audit report.

the same period, there were no other events, as described in Item

304(a)(1)(iv)(B) of Regulation S-B.

of New Auditor .

September 7, 2007, the Company engaged Raiche Ende Malter & Co.

“First New Auditor”) as its independent registered public accounting firm for

the Company’s fiscal year ended October 31, 2007.

The decision to engage the New

Auditor as the Company’s independent registered public accounting firm was

approved by the Company’s board of directors.

Company did not consult with the First New Auditor, during either of the years

ended October 31, 2006 and 2005 or the interim period from November 1, 2006

September 7, 2007, regarding either the application of accounting principles

a specified transaction, either completed or contemplated, or the type of audit

opinion that might be rendered on the Company’s financial statements, or any

other matter or event described in Item 304(a)(2)(i) or (ii) of Regulation

The Company did not have the First new Auditor review any quarterly or annual

financial statements.

February, 2007, dismissed Raiche Ende Malter & Co.

LLP and retained Gately

& Associates, LLC.

(the Second new Auditor”) as its independent registered

public accounting firm for the Company’s fiscal year ended October 31, 2007.

decision to engage the Second New Auditor as the Company’s independent

registered public accounting firm was approved by the Company’s board of

Company has not consulted with the Second New Auditor, during either of the

years ended October 31, 2006 and 2005 or the interim period from November 1,

2006 to September 9, 2007, regarding either the application of accounting

principles to a specified transaction, either completed or contemplated, or

type of audit opinion that might be rendered on the Company’s financial

statements, or any other matter or event described in Item 304(a)(2)(i) or

of Regulation S-B.

September 8, 2008, Kramer Wiseman and Associates, LLP ("KWA") was appointed

the independent auditor for SportsQuest, Inc.

(the "Company") commencing with

the year ending May 31, 2008, and Gately & Associates, LLC.

("Gately") were

dismissed as the independent auditors for the Company as of September 8, 2008.

The decision to change auditors was approved by the Board of Directors on

September 8, 2008.

report of Gately on the financial statements for either of the one most recent

completed fiscal years did not contain any adverse opinion or disclaimer of

opinion or was qualified or modified as to uncertainty, audit scope or

accounting principles, except for the following:

accompanying financial statements have been prepared assuming that the Company

will continue as a going concern.

As discussed in Note 1 to the financial

statements, the accumulation of losses and shortage of capital raise substantial

doubt about its ability to continue as a going concern.

Management's plans

concerning these matters are also described in Note 3.

The financial statements

do not include any adjustments relating to the recoverability and classification

of asset carrying amounts or the amount and classification of liabilities that

might result should the Company be unable to continue as a going

the Company's one most recent interim quarter April 30, 2008, January 31, 2008,

and annual report October 31, 2007, there were no disagreements with Gately

any matter of accounting principles or practices, financial statement

disclosure, or auditing scope or procedure, which disagreement, if not resolved

to the satisfaction of Gately, would have caused it to make reference to the

subject matter of the disagreements in connection with its report with respect

to the financial statements of the Company.

the Company's one most recent interim quarter April 30, 2008, January 31, 2008,

and annual report October 31, 2007, there were no "reportable events" as such

term is described in Item 304(a)(1)(v) of Regulation S-B under the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the

the Company's one most recent interim quarter April 30, 2008, January 31, 2008,

and annual report October 31, 2007, the Company did not consult with KWA with

respect to the Company regarding (i) the application of accounting principles

a specified transaction, either completed or proposed, or the type of audit

opinion that might be rendered on the Company’s financial statements, (ii) any

matter that was either the subject of a disagreement (as defined in Item

304(a)(1)(iv) of Regulation S-B under the Exchange Act and the related

instructions to Item 304 of Regulation S-B) or a "reportable event" (as such

term is described in Item 304(a)(1)(v) of Regulation S-B), or (iii) any of

matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

Company has furnished a copy of this Report to Gately and requested them to

furnish the Company with a letter addressed to the Securities and Exchange

Commission stating whether it agrees with the statements made by the Company

herein in response to Item 304(a) of Regulation S-K and, if not, stating the

respects in which it does not agree.

The letter from Gately will be submitted

when received with an amended filing.

· Notes to Financial Statements

Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure

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 8. Financial Statements and Supplementary Data