SPQS SportsQuest Inc (PK)

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

 

FORM 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

 

SPORTSQUEST, INC

(Exact name of registrant as specified in its charter)

 

Commission file number

 

Delaware		20-4742564
(State of incorporation or organization)		(IRS Employer Identification No.)

 

500 Australian Avenue, Suite 600

West Palm Beach, FL

33401

(Address of Principal Executive Offices) (Zip Code)

 

(561) 631 9221

(Registrant’s telephone number, including area code)

 

Securities to be Registered Under Section 12(g) of the Act:

 

Common Stock, Par Value $0.00001

(Title of Class)

 

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large, accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

  

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

 

 

TABLE OF CONTENTS

 

Description		Page
Item 1.	Business	4
Item 1A.	Risk Factors	13
Item 2.	Financial Information	23
Item 3.	Properties	28
Item 4.	Security Ownership of Certain Beneficial Owners and Management	28
Item 5.	Directors and Executive Officers	29
Item 6.	Executive Compensation	33
Item 7.	Certain Relationship and Related Transactions, and Director Independence	34
Item 8.	Legal Proceedings	34
Item 9.	Market Price and Dividends on the Registrant’s Common Stock and Related Stockholder Matters	34
Item 10.	Recent Sale of Unregistered Securities	36
Item 11.	Description of Registrant’s Securities to be Registered	37
Item 12.	Indemnification of Directors and Officers	39
Item 13.	Financial Statements and Supplementary Data	40
Item 14.	Changes in and Disagreements with Accountants and Accounting and Financial Disclosure	41
Item 15.	Exhibits	41

 

 

 

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Registration Statement contains certain forward-looking statements. When used in this Registration Statement, statements which are not historical in nature, including words such as “believe,” “expect,” “may,” “will,” “should,” “expect,” “project,” “intend”, “plan”, “estimate”, “anticipate” or similar expressions are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments.

 

The forward-looking statements in this Registration Statement are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, considering the information currently available to them.

 

These statements are not statements of historical fact, and are subject to risks and uncertainties, some of which are not currently known to us, which may change over time, and which may cause our actual results, performance, or financial condition to differ materially from the expectations of future results, performance, or financial condition we express or imply in any forward-looking statements. We derive most of our forward-looking statements from our current plans, expectations, and forecasts, which are based upon certain assumptions and are subject to a number of risks and uncertainties that could significantly affect our future financial condition and results. While we believe that our assumptions are reasonable, we caution that it is difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the expectations expressed or implied in our forward-looking statements.

 

All forward-looking statements and projections attributable to us or persons acting on our behalf apply only as of the date of this Registration Statement and are expressly qualified in their entirety by the cautionary statements included in this Registration Statement. We undertake No obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating information presented herein.

 

 

 

 

 

 

 

 

Item 1.

Business.

 

Corporate History

 

SportsQuest, Inc. (“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. On July 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, Inc. 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.

 

Our Current Business

 

SportsQuest intends to franchise consulting systems, infrastructure, and services to individuals who will become Franchise Consultant Professionals (“FCPs”) and subsequently utilize SportsQuest’s expertise to assist their clients in identifying the franchise opportunity which provides them with the best opportunity for long term success. As an FCP we counsel people who are considering franchise ownership. By definition, a franchise is an exchange of the rights and licenses of a business for a fee. With this business consultant role, we look at a prospective candidate’s background, financial situation, goals, and more. Many FCPs are part of a franchise consulting company such as Business Alliance Inc. (BAI  ). BAI, through its website, provides resources for franchise brokers, buyers and franchisors. We have an affiliate agreement with BAI allowing us to to tap into over 350 current franchisors that are offering franchise units for sale. We help prospective candidates identify the best fit franchise based on the potential franchisee’s needs, lifestyle, personality, and financial situation assuring they invest in the most ideal franchise for them.

 

With the candidate’s best interests in mind, FCPs guide candidates through the franchise selection, evaluation, and buying process. Once a candidate decides on a brand, an FCP may also assist in acquiring the necessary capital to own and operate the business.

 

An FCP is also thought of as a matchmaker, connecting hopeful entrepreneurs with franchise opportunities. Once people find out about FCP opportunities and why people use FCPs, they want to hear more. The FCP acts as a broker/buffer between the franchisor and the potential franchisee at the introductory stage and further as required.

 

From a franchise candidate’s perspective, an FCP is a trusted advisor, counselor, educator, and guide. FCPs start by assessing the most crucial issue—determining if franchise ownership is even the right path for the candidate. If it is, the FCP helps narrow down several opportunities to explore. Good FCPs will collaborate with their candidates until they have found the right opportunity and have a signed contract (franchise agreement) with a franchisor. The best FCPs always stay connected with the people they placed in business to find out about the experience with the brand. This not only helps consultants identify other candidates who might be a good fit but also those franchisors who may no longer be ideal franchisors.

 

 

 

 

Franchise consulting is one part counseling and one part artistry. The FCP must be an active listener to best serve the candidate. The FCP's role involves understanding a candidate’s background, interests, and desired lifestyle and then translate it into an ideal franchise opportunity. At times, an FCP may understand what the candidate wants more than the candidate does. Above all, an FCP must consider what is best for the candidate.

 

Company Mission Statement

 

Our mission is to help clients structure a franchise strategy based on the uniqueness of their situation and what they find most compelling as to brand, culture, and operating models in order to attain their goals.

 

Company Philosophy and Vision

 

a.	Our corporate philosophy is based on providing entrepreneurs with honesty, integrity, value, innovation, comparables, and to be the buffer they need so they can make a non-pressured and educated decision with respect to their franchise opportunities.
b.	Our Vision is to establish ourselves as the go-to FCP for honest information and resources required for entrepreneurs to make educated and informed decisions.

 

Target market

 

Our target market is entrepreneurs that wish to start a franchise. These are generally strongly motivated, business-minded individuals of varying ages and backgrounds.

 

Industry

 

As an FCP, we have the experience and knowledge to help entrepreneurs find the business that fits their needs. We will walk them through what it means to be a franchise owner, and we will help them navigate any obstacles they may encounter along the way. Once we determine their capabilities and the orientation that fits their lifestyle, the next leg of their journey is exploring the industry. With over 3,000+ registered franchise companies available in the marketplace, determining the right one can certainly seem like an intimidating task.

 

Collaborating with us as their guide, potential franchisees will learn and understand how to evaluate various franchise opportunities; thus, simplifying, what can be for some, an exceedingly difficult process. Working together, we will determine the best way to articulate their interests and how they would partner with potential franchises.

 

The final part of our journey together provides candidates with an opportunity to do a deep dive on their final franchise options. We then leverage our extensive network of legal advisors, financial advisors, other franchisees, the franchisor, etc. to help the candidate make a final decision and close the right franchise opportunity.

 

With the economic uncertainty that exists as a result of damages done to various industry sectors due to the recent pandemic, current economic conditions, and other attributing factors, people are looking for strong business models. The economic downturn triggered overspending and inflation, forcing many entrepreneurs to either lose their job or lose their business.

 

Our competitive edge will rely on staying on top of the latest changes and new potential franchisors in the industry by constantly researching and reading the latest events that can potentially affect one franchise over the other. Providing optimum support for our prospects and providing them with timely information so that they can make educated decisions. Additionally, we will put the prospect’s interest first, as a happy customer will generate more leads for us in the form of future referrals.

 

 

 

 

Technology & Services Technology

 

Franchise Brokerage – Our unique technology is what sets us apart from the competition. Our portal, ieFranchise.com, works as a closed loop network of over 350 franchisors. SPQS agents and representatives can represent the franchisor and the purchaser of the business simultaneously or separately and earn a favorable commission which is split between us and BAI. We estimate that the average commission we will earn on a franchise sale will be at least $20,000.

 

Lead Generation – The portal is designed to be user friendly, and it integrates with almost all leading customer service or CRM-type   utility tools offered by companies such as Salesforce, Pipedrive, and similar suppliers. Through our portal, franchisors are able to advertise their franchise opportunities. Typically, they receive a tile type advertising with their company logo which, once clicked by the end user, spawns a landing page with detailed description of the franchise. The end user is given the opportunity to complete their contact information. This lead is prepopulated in the CRM back-office back engine so that the salesperson can follow up on the lead and convert it to a sale. There are many lead providers that offer this exact same service such as franchisegator.com, franchise.com, entrepreneur.com, and others. Typical monthly advertising costs range between $400 per month to over $2,000 per month. The average portal has virtual real estate of approximately one hundred tiles on their portal. In addition to the tile advertising these portals also offer banner advertising under stitch advertising where the advertising or landing page lands or displays after you leave the web page, favorable positioning throughout the portal cookie tracking and other technologies. These auxiliary services are in high demand and are reserved for up to 6 to 10 advertisers per month and range in price between $5,500 to $15,000 per month.

 

The uniqueness of our company is that we provide both lead generation as well as full-service brokerage services. This is an ideal situation and set up for those franchisors with a weak sales force or for those that do not fare well with introduction of their business to new operators. The franchisors that do not fare well are usually as a result of lack of funding or lack of resources to hire a good sales team. We provide both a virtual sales team and a robust advertising portal.

 

The Portal – ieFranchise.com portal is the key to our success. We have affiliations and established relationships with over 350 nationwide franchisors we can represent. Without the portal, the company is nothing more than a franchise broker with a static web page. The portal provides a complete turnkey solution for the enterprise. The portal is highly customizable and in compliance with many search engines such as: Google, Yahoo, and others. In addition, the portal offers many plug and play features which allow the end user and the franchisor to have the best user experience, thus providing the optimal return on their time or money spent in the portal. ieFranchise.com is a tier1 domain meaning it has been in constant use for trade and commerce for over 20 years.

 

Artificial Intelligence (AI) (under development) – One of the biggest challenges of any franchisor is selecting a suitable franchisee to operate their business in a manner described by the franchisor. Many franchisors spend enormous amounts of money on personality tests such as Myers Briggs. Some of these compatibility tests cost the franchisors anywhere between $10 for a simple topography compatibility test up to several thousand dollars depending on the complexity and scope of the test they wish to conduct. With the portal, we can provide algorithms and selection processes including those basic topography type overtures which benefit the franchisor in having artificial intelligence deployed in the selection process to assist them in selecting the best qualified candidate. Right now, our AI program is under development, however it will use all of the aforementioned attributes and deploy them in the system for the franchise selection.

 

Services – SportsQuest provides potential prospects with the ability to connect with franchises on a consultative basis taking the edge off of the strong sales tactics from franchisors and looking at the best interest of the prospect looking to purchase a franchise. Our close association with the latest updates on all franchises/franchisors as well as resources for our prospects utilizing an unbiased approach will ensure that we find the most suitable business opportunity for our prospects.

 

 

 

 

Competitive advantage

 

Due to the fact that we come from a franchise background and have sold over three hundred franchises we have experience on what franchisors look for in franchisees and the importance of franchisors to find a mutually fitting franchisee. We also have available artificial intelligence software that we are in the process of developing for the purpose of qualifying not only employees but also potential franchisees so that we can find the best matching franchise opportunity for them.

 

Service Pricing

 

We do not charge the potential franchisee for our consulting services. Rather, we charge the franchisor anywhere between 25- 50% of the franchise fee. We have over 350 franchisors we represent with pre-determined already agreed upon fees.

 

The Franchise Market

 

Primary market: Services will be marketed in various social media portal, blogs, press releases, newsletters, franchise portals, our website, YouTube, and via social events where we will be presenting our business card containing a bar code people can scan.

 

Secondary market research: Registering with BBB (Better business Bureau), Chamber of Commerce, attending Franchise Shows and handing out our business cards, may be worth having a booth at the franchise show, AFA (American Franchise Association), IFA (International Franchise Association), Franchise journal publication, The Great American Franchise Expo, Franchise times, Franchise Business Review and a blog that discusses franchise news such as Blue MauMau. In addition to this we will network by attending various events on Eventbrite and other such networking events as they arise.

 

According to the International Franchise Association's (IFA) 2024 Franchising Economic Outlook, the U.S. franchising sector is projected to experience continued growth in 2024.

 

Franchise Establishments and Employment:

 

	·	The number of franchise establishments is expected to increase by more than 15,000 units, or 1.9%, reaching 821,000 units in 2024.
	·	Franchising is anticipated to add approximately 221,000 jobs, a 2.6% growth, bringing total franchise employment to 8.9 million.

 

Economic Output and GDP Contribution:

 

	·	The total output of franchised businesses is forecasted to rise by 4.1% to $893.9 billion in 2024, up from $860.1 billion in 2023.
	·	Franchises' GDP is projected to grow by 4.3% to $545.8 billion, maintaining a stable 3% share of the overall U.S. economy.

 

Industry and Regional Trends:

 

	·	Service-based industries, particularly personal services, are expected to lead growth, with the personal services sector projected to expand by 3% to nearly 125,000 establishments.
	·	Quick-service restaurants (QSRs) are anticipated to grow by 2.2%, reaching over 199,000 units.
	·	The Southeast region continues to have the largest franchise concentration, with approximately 30% of all U.S. franchised businesses, employing 2.6 million workers and contributing $268.2 billion in output.
	·	The top ten states for franchise growth in 2024 are projected to be: Texas, Florida, Georgia, North Carolina, South Carolina, Tennessee, Maryland, Arizona, Colorado, and Virginia.

 

 

 

 

Regarding projections for 2025, specific statistics are not yet available. However, the IFA's 2024 report indicates that anticipated interest rate cuts may boost business by improving financing terms for small businesses. Real wage gains and cautiously optimistic consumer confidence are expected to contribute to sustained consumer spending. While labor continues to be a concern, with 47% of franchisees citing labor issues as their top challenge in 2023, the overall outlook suggests a positive trajectory for the franchising sector moving into 2025.

 

Source:

 

International Franchise Association (IFA) - Franchising Economic Outlook 2024

 

Franchise.org - 2024 Franchising Economic Outlook

 

https://www.franchise.org/franchise-information/franchise-business-outlook/2024-franchising-economic-outlook

 

IFA Report PDF (2024)

 

https://www.franchise.org/sites/default/files/2024-02/2024%20Franchising%20Economic%20Report.pdf

 

Short-term goals

 

The short-term goals for the business are to ensure that our source of lead generation is working without any glitches, that staff gets cross trained by creating Standard Operating Procedure Manual that they can refer to if and when needed, lastly that KPIs (Key Performance Indicators) are established.

 

Long term goals

 

The long-term goal for SPQS is to focus on developing opportunities for people in Florida and then grow our business into other states. Developing a strong Customer Relationship Management tool that allows us to manage staff and cater to their needs by providing them with all the necessary resources they need to succeed. 

 

Service features and benefits

 

Franchise Consulting service will be provided without any charge to the end-user by SportsQuest. It is only after the sale is made by the franchisor will the 25-100% of the franchise fee be received by the FCP. This methodology proves to have no pressure tactic for the potential franchisee or end-user. As FCPs we ensure that the franchisee or the potential franchisee receives valuable information and support without the direct pressure tactics some franchisors utilize to close the sale. Moreover, the support provided by the franchise consultant continues until the end-user becomes a franchisee. The best part is that as FCPs we do not favor one franchisor over another, as we work with the potential franchisee by finding out exactly what their needs are, based on their lifestyle and financial capability. As one can see there are numerous benefits to working with a franchise consultant versus going directly to a franchisor.

 

The secondary service provided by SportsQuest is selling unused or excess leads to franchisors, similar to franchise portals such as franchisegator.com

 

Our third source of revenue is from speaking to potential private businesses that wish to franchise their business.

 

The fourth revenue source comes from referrals we provide to potential franchisees for funding or legal advice.

 

 

 

 

Target Customer

 

Target Customer	Demographic Profile
1. Entrepreneur	This includes people: that have been given the golden parachute, looking to purchase a franchise, people looking to start their own business and be their own boss
2. Franchisor	This includes franchisors: that need fresh quality leads that are qualified
3. Independent business owners	This includes established business owners looking to expand their business
4. Franchisors/ independent business owners	This includes business owners that wish to take their company public, merge, and acquire another business or go public all strategies allow for these companies to have an exit strategy and/or raise additional capital for the growth or marketing needs for instance.

 

Target Market Specifics

 

College	Candidates
Age	25 to 60
Gender	Not Relevant
Location	Starting in Florida
Income	Not Relevant
Occupation	Not Relevant
Education Level	High School with Business experience or higher
Industry	Not Relevant
Size	Not Relevant
Stage in Business	Growing or mature business with qualifying startups
Annual Sales	Not Relevant

 

 

 

 

Key competitors

 

The Leading Players involved in the global Franchise Consulting market are:

 

Competitor	How they differ	How we differ	Benefits we have
Franchise Direct	Franchise advertising portal	We advertise on our portal as well for franchise opportunities	However, we focus on utilizing a consultative approach based on the needs of the prospect and not on the wants, by educating prospects on the realities of owning one franchise over another that suits their lifestyle.
FranNet	Use a consultative approach with training of their FCPs	Training provided is 5 weeks	Communication software provided is superior. The Training is less but company looks for experienced entrepreneurs.
The Entrepreneur’s Source	Coach potential FCPs	Base selection on already experienced franchisees or franchisors	Although training is great being in the trenches and having the experience is fundamental to success.
Franchise America	More of an advertising portal	Our focus is not only to advertise but to provide most relevant information on the franchisor based on prospect needs	The affiliate relationship we have with BAI allows us to provide potential prospects with the most accurate information on the franchisor/franchise
iFranchise Group	Focus on assisting existing franchisors/franchisees	Focus on assisting people looking to purchase a franchise	We are in constant contact with franchisors so we are able to pass the changes occurring in the franchise to our prospects for their benefit and selection
FranChoice	Utilize a consultative approach with prospect	Not much different than our system	We are able to provide franchisors with various funding strategies should the need arise benefiting the franchisee indirectly
Sunbelt Business Brokers	Assist in purchasing various businesses that are not necessarily franchise specific	Focus on franchises only and vetted businesses	Having the inside scoop of business that have to file a FDD makes the opportunity much safer for the potential prospect
FranServe	Provide annual conferences for networking	Provides lead support , great CRM and weekly newsletters that can be used for educational purposes and to provide any potential candidates	Funding partners support and Franchise lawyer support available.
The Franchise Maker	Teach how to franchise your private business	Liaison between the franchisor and franchisee to find best fitting opportunity for the potential franchisee	We have two actively participating candidates that either are in business or is looking to be in business making the process much easier as we utilize all the provided tools to find the best fitting franchise for the potential candidates
The Franchise Consulting Company	Great resource of information but too much diversification on the website can spread the services too wide and defocus customers	Our key components on our website focus on consulting services and lead generation	From experience if one places too many services on a website this can lead to defocusing of customers and loss of potential customers.

 

 

 

 

 

Positioning/Niche

 

Expertise

Based on years of experience in the consultancy and sales side of the business and dealing with entrepreneurs we bring years of experience in the field of franchising, marketing, mergers and acquisitions. We stay on top of the various changing laws in the industry by subscribing to legitimate government websites and utilizing lawyers we have known in the industry for a long time for advice. Our skills and experience have been developed over years. We are not new in this business; we are confident that we can succeed.

 

Competition

There are several competitors in the franchise consultant business, but not all have the number of years and experience we bring to the table. Others have a lack of expertise in 2 or 3 of the areas we excel in such as producing various exit strategies and the development of artificial intelligence software primarily utilized to qualify potential franchisees thus placing us in an advantageous position.

 

Change Rate and Product Life Cycle

Some employers may choose to hire an employee to provide consultancy to the president of the company, but finding an ideal consultant that is well rounded with years of experience and no pay is next to impossible. As consultants we only get paid when we align the entrepreneur with the ideal franchisor.

 

Predictability and Complexity

If an entrepreneur decides to talk to one of our competitors after talking to us, they may soon find out that they provide no exit strategy, something that is crucial to every business. As consultants we can find a perfectly matching franchisor, take the private company public, find them a merger and acquisition candidate, or help them find their own way of franchising their business.

 

Reputation, Word of Mouth and Referrals

As President of various other companies Irina V has developed a reputation as a person with integrity and knowledgeable in various industries working as consultant to both public and private companies. Irina's vast knowledge in the industry has made her a point of reference in dealing with both private and public companies.

 

Barriers to Entry

It takes years of experience and research to gain the knowledge that SportsQuest has gained over the years. This is not easy to replicate nor to cover that much knowledge in a short time.

 

Target Market

Our target market is entrepreneurs looking for a new business opportunity, an exit strategy, and alternatives to working for someone else because they wish to be their own boss. Individuals either out of university where parents are able to help until they get started, individuals that have been in business for a while, but are looking for a change, individuals that would like to franchise their business, individuals seeking a solution for an exit strategy. Women looking to add revenue to the household by starting a business, and veterans looking to start a business are ideal candidates.

 

 

 

 

Advertising and Marketing

 

Advertising and marketing of our services will take the following forms:

 

	Advertising:
	●	Online
	●	Print
	●	Radio
	●	Cable television

 

	Marketing may include:
	●	Business website
	●	Social media marketing
	●	Email marketing
	●	Mobile marketing
	●	Search engine optimization
	●	Content marketing
	●	Print marketing materials (brochures, flyers, business cards)
	●	Public relations
	●	Trade shows
	●	Networking
	●	Word-of-mouth
	●	Referrals

 

	Promotional budget
	●	Before startup : $8,000
	●	On an ongoing basis : $10,000

 

Marketing Expenses Strategy Chart	Target Market 1 Leads	Target Market 2 Entrepreneurs	Target Market 3 Franchisors
One-Time Expenses	Website development   $5,000	Website development   $5,000	Website development   $5,000
Monthly or Annual Expenses	SEO   $4,000/mo.	SEM   $4,000/mo.	GOOGLE Marketing   $3,000/mo.
Labor Costs	Lead caller   $3,000/mo.	Consultant   Commission based on sales	Marketing Sales Consultant   $ 2,500/mo.

 

 

 

Employees

 

As of the date of this Form-10, the Company has 4 full-time, employees There is no collective agreement between the Company and its employees. The employment relationship between employees and the Company is standard for the industry.

 

Corporate Information

 

Our corporate offices are located at 500 Australian Avenue, West Palm Beach, FL, 33401. Our telephone number is +1 561 631 9221.

 

Item 1A.

Risk Factors.

 

You should carefully consider the risks described below together with all of the other information included in this registration statement before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment. In addition to other information in this registration statement and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.

 

Risks Related to the Company and Its Business

 

The Company has a limited operating history.

 

While the Company was incorporated in 1986, the Company has only operated under its current business model for a limited time. There can be no assurance that the Company’s proposed plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. There is no guarantee that it will ever realize any significant operating revenues or that its operations will ever be profitable.

 

We are dependent upon management, key personnel, and consultants to execute our business plan.

 

Our success is heavily dependent upon the continued active participation of our current management team, especially our current executive officer. Loss of this individual could have a material adverse effect upon our business, financial condition, or results of operations. Further, our success and the achievement of our growth plans depends on our ability to recruit, hire, train, and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in our industry, and the loss of any of such persons, or an inability to attract, retain, and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on our business. If we are unable to attract and retain the necessary personnel, consultants, and advisors, it could have a material adverse effect on our business, financial condition, or operations.

 

Although we are dependent upon certain key personnel, we do not have any key man life insurance policies on any such people.

 

We are dependent upon management in order to conduct our operations and execute our business plan; however, we have not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, should any of those key personnel, management, or founders die or become disabled, we will not receive any compensation that would assist with any such person’s absence. The loss of any such person could negatively affect our business and operations.

 

 

 

 

Changes in employment laws or regulations could harm our performance.

 

Various federal and state labor laws govern the Company’s relationship with our employees and affect operating costs, including labor laws of non-USA jurisdictions. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

 

The Company is subject to income taxes as well as non-income-based taxes such as payroll, sales, use, value-added, net worth, property, and goods and services taxes.

 

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although the Company believes that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income-based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which a determination is made.

 

The limited rights of legal recourse against us, and our lack of insurance protection expose us and our shareholders to the risk of loss of our digital assets for which no person is liable.

 

The digital assets held by us are not insured. Further, banking institutions will not accept our digital assets; they are therefore not insured by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Therefore, a loss may be suffered with respect to our digital assets which is not covered by insurance, and we may not be able to recover any of our carried value in these digital assets if they are lost or stolen or suffer significant and sustained reduction in conversion spot price. If we are not otherwise able to recover damages from a malicious actor in connection with these losses, our business and results of operations may suffer, which may have a material negative impact on our stock price.

 

We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.

 

We have not been subject to Sarbanes-Oxley throughout our operating history and therefore have not previously developed the internal infrastructure necessary to complete an attestation of our financial controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. We expect to incur substantial expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. 

 

There is no guarantee that we will have sufficient cash flow from our business to pay our indebtedness or that we will not incur additional debt.

 

Holders of convertible notes issued by us may convert such notes at their option prior to the scheduled maturities of the respective convertible notes under certain circumstances pursuant to the terms of such notes. Upon conversion of the applicable convertible notes, we will be obligated to deliver cash and/or shares pursuant to the terms of such notes. Moreover, holders of such convertible notes may have the right to require us to repurchase their notes upon the occurrence of a fundamental change pursuant to the terms of such notes.

 

 

 

Our ability to make scheduled payments of the principal and interest on our indebtedness when due, to make payments upon conversion or repurchase demands with respect to our convertible notes, or to refinance our indebtedness as we may need or desire, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not generate cash flow from future operations sufficient to satisfy our obligations under our existing indebtedness and any future indebtedness we may incur, and to make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance existing or future indebtedness will depend on the capital markets and our financial condition at such time. In addition, our ability to make payments may be limited by law, by regulatory authority, or by agreements governing our future indebtedness. We may not be able to engage in these activities on desirable terms or at all, which may result in a default on our existing or future indebtedness and harm our business, financial condition, and operating results.

 

Our operating plan relies in large part on assumptions and analysis developed by the Company. If these assumptions prove to be incorrect, the Company’s actual operating results may be materially different from our forecasted results.

 

Whether actual operating results and business developments will be consistent with the Company's expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company's control, including, but not limited to:

 

	•	whether the Company can obtain sufficient capital to sustain and grow its business
	•	our ability to manage the Company's growth
	•	demand for the Company's products and services
	•	the timing and costs of new and existing marketing and promotional efforts
	•	competition
	•	the Company's ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel
	•	the overall strength and stability of domestic and international economies
	•	consumer spending habits

 

Unfavorable changes in any of these or other factors, most of which are beyond the Company's control, could materially and adversely affect its business, results of operations and financial condition.

 

Our indebtedness could adversely affect our financial condition or operations, and our ability to raise additional capital financing on favorable terms.

 

We will likely need to raise additional capital through debt and/or equity financing. There can be no assurance that adequate debt and equity financing will be available on satisfactory terms. Any such failure to service our debt or an inability to obtain further financing could have a negative effect on our business and operations.  

 

Additional financing may not be available to us when we need or want it, nor may it be available on satisfactory terms.

 

We have limited capital and there is no assurance that our current capital is sufficient to implement our business plan. We will likely require additional debt and/or equity financing to pursue our growth and business strategy, including enhancements to our operations infrastructure and improving our ability to respond to competitive pressures. There can be no assurance that adequate debt and/or equity financing will be available or offered on satisfactory terms. Any failure to obtain further financing could have a materially adverse effect on our business, financial condition, and operating results.

 

 

 

 

Our ability to maintain customer satisfaction depends in part on the quality of our customer support. Failure to maintain high-quality customer support could have an adverse effect on our business, results of operation, and financial condition.

 

Our ability to attract new customers and retain existing customers depends in part on our ability to maintain a consistently high level of customer support. We believe that the quality of our customer support is, and will continue to be, an integral part of the user experience and a key differentiator from competing platforms. These means of providing customer support may not be sufficient to meet our customers’ support needs, and while we plan to develop a customer support capability, there can be no assurance that we will be successful in developing such capabilities or that such capabilities, even if developed, will be sufficient to meet our customers’ support needs. If we do not help our customers quickly resolve issues and provide effective ongoing support, or if our support personnel or methods of providing support are insufficient to meet the needs of our customers, it could adversely affect our customers’ experience and negatively impact our reputation and brand, our ability to attract and retain customers. The growth of our business will continue to place significant demands on our customer support resources. If we are not able to meet the customer support needs of our customers, we may need to increase our support coverage, which may reduce our profitability.

 

Our risk management efforts may not be effective to prevent fraudulent activities by third-party providers or other parties, which could expose us to material financial losses and liability and otherwise harm our business.

 

We contract with third-party providers for applications available through our platform, as well as some services required to maintain the platform. We may be targeted by parties, including customers, hackers, or third-party providers, who seek to commit acts of financial fraud using techniques such as stolen identities and bank accounts, compromised email accounts, employee or insider fraud, account takeover, or other types of fraud. We may suffer losses from acts of financial fraud committed by our employees or third parties.

 

The techniques used to perpetrate fraud on our platform and the applications accessed through our platform are continually evolving, and we expend considerable resources to monitor and combat them, and to inform customers of the limits to the control we have over third-party provider activities. Additionally, when we introduce new products and applications, or expand existing products, we may not be able to identify all risks created by the new products or applications. Our risk management policies and procedures may not be sufficient to identify all of the risks to which we or our customers are exposed, to enable us to prevent or mitigate the risks we have identified, or to identify additional risks to which we or our customers may become subject in the future. Furthermore, our risk management policies and procedures may contain errors, or our employees or agents may commit mistakes or errors in judgment as a result of which we may suffer large financial losses.

 

The high level of competition in the franchising industry could materially and adversely affect our business.

 

We compete with the following industry participants: other franchising consultants; business consultants; accountants; business brokers; attorneys; and other businesses that rely on emerging business’ discretionary spending. We may not be able to compete effectively in the markets in which we operate. Competitors may attempt to copy our business model, or portions thereof, which could erode our market share and brand recognition and impair our growth rate and profitability. Competitors, including companies that are larger and have greater resources than us, may compete with us to attract clients in our markets. This competition may limit our ability to attract and retain existing clients and our ability to attract new clients, which in each case could materially and adversely affect our results of operations and financial condition.

 

If we are unable to anticipate and satisfy consumer preferences and shifting views of franchising, our business may be adversely affected.

 

Our success depends on our ability to anticipate and satisfy consumer preferences relating to franchising. Our business is and all of our services are subject to changing consumer preferences that cannot be predicted with certainty. Developments or shifts in research or public opinion on the types of franchising services we provide could negatively impact the business or consumers’ preferences for franchising services could shift rapidly to different types of franchising centers or at-home fitness options; and we may be unable to anticipate and respond to shifts in consumer preferences. It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our business model, or that consumers would prefer franchising opportunities outside of business operations that do not align with our business model. Failure to predict and respond to changes in public opinion, public research and consumer preferences could adversely impact our business.

 

 

 

 

We may be unable to attract and retain clients, which would materially and adversely affect our business, results of operations and financial condition.

 

Our target market is business educated people seeking to expand and help clients with finding the right franchise opportunity for their situation. The success of our business depends on our and our franchise consultants’ ability to attract and retain clients. Our and our franchisees’ marketing efforts may not be successful in attracting client’s business levels may materially decline over time, especially at locations in operation for an extended period of time. Some of the factors that could lead to a decline in new clients include changing desires and behaviors of consumers or their perception of our brand, a shift to digital fitness versus our core bricks and mortar fitness offerings, changes in business spending trends and general economic conditions, market maturity or saturation, a decline in our ability to deliver quality service at a competitive price, an increase in monthly clientship dues due to inflation, direct and indirect competition in our industry and a decline in the public’s interest in franchising, among other factors.

 

We and our franchisees rely heavily on information systems, and any material failure, interruption or weakness may prevent us from effectively operating our business and damage our reputation.

 

We and our franchisees may rely on information systems managed by third parties, to interact with our franchisees and clients and collect, maintain, store and transmit member information, billing information and other personally identifiable information, including for the operation of stores, collection of cash, legal and regulatory compliance, management of our supply chain, accounting, staffing, payment of obligations, ACH transactions, credit and debit card transactions and other processes and procedures. Our ability to efficiently and effectively manage our franchisee and corporate-owned operations depends significantly on the reliability and capacity of these systems, and any potential failure of these third parties to provide quality uninterrupted service is beyond our control.

 

Our and our franchisees’ operations depend upon our ability, and the ability of our franchisees and third-party service providers (as well as their third-party service providers), to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, denial-of-service attacks and other disruptions. The failure of these systems to operate effectively, stemming from maintenance problems, upgrading or transitioning to new platforms, expanding our systems as we grow, a breach in security or other unanticipated problems could result in interruptions to or delays in our business and member services and reduce efficiency in our operations. In addition, the implementation of technology changes and upgrades to maintain current and integrate new systems may also cause service interruptions, operational delays due to the learning curve associated with using a new system, transaction processing errors and system conversion delays and may cause us to fail to comply with applicable laws. If our information systems, or those of our franchisees and third-party service providers (as well as their third-party service providers), fail and our or our partners’ third-party back-up or disaster recovery plans are not adequate to address such failures, our revenues and profits could be reduced and the reputation of our brand and our business could be materially adversely affected, which in turn may materially and adversely affect our results of operations and financial condition.

 

If we fail to properly maintain the confidentiality and integrity of our data, including credit card, debit card, bank account information and other personally identifiable information, our reputation and business could be materially and adversely affected.

 

In the ordinary course of business, we and our franchisees collect, maintain, store and transmit member and employee data, including credit and debit card numbers, bank account information, driver’s license numbers, dates of birth and other highly sensitive personally identifiable information, in information systems that we maintain and in those maintained by franchisees and third parties with whom we contract to provide services. In 2019, we introduced a mobile application that tracks exercise and activity-related data, which may in the future track other personal information. Some of this data is sensitive and could be an attractive target of a criminal attack by malicious third parties with a wide range of motives and expertise, including lone wolves, organized criminal groups, “hacktivists,” disgruntled current or former employees and others. The integrity and protection of member and employee data is critical to us.

 

 

 

 

Despite the security measures we have in place to comply with applicable laws and rules, our facilities and systems, and those of our franchisees and third-party service providers (as well as their third-party service providers), may be vulnerable to security breaches, acts of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data, programming or human errors or other similar events. Furthermore, the size and complexity of our information systems, and those of our franchisees and our third-party service providers (as well as their third-party service providers), make such systems potentially vulnerable to security breaches from inadvertent or intentional actions by our employees, franchisees or vendors, or from attacks by malicious third parties. Because such attacks are increasing in sophistication and change frequently in nature, we, our franchisees and our third-party service providers may be unable to anticipate these attacks or implement adequate preventative measures, and any compromise of our systems, or those of our franchisees and third-party service providers (as well as their third-party service providers), may not be discovered and remediated promptly. Changes in consumer behavior following a security breach or perceived breach, act of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data or programming or human error or other similar event affecting a competitor, large retailer or financial institution may materially and adversely affect our business, which in turn may materially and adversely affect our results of operations and financial condition.

 

Our franchisees could take actions that harm our business.

 

Our franchisees are contractually obligated to operate their stores in accordance with the operational, safety and health standards set forth in our agreements with them, including adherence to applicable laws and regulations. However, franchisees are independent third parties and their actions are outside of our control. In addition, we cannot be certain that our franchisees will have the business acumen or financial resources necessary to operate successful franchises in their approved locations, and certain state franchise laws limit our ability to terminate or not renew these franchise agreements. Our franchisees own, operate and oversee the daily operations of their stores. As a result, the ultimate success and quality of any franchise store rests with the franchisee. If franchisees do not successfully operate stores in a manner consistent with required standards and comply with local laws and regulations, franchise fees and royalties paid to us may be adversely affected, and our brand image and reputation could be harmed, which in turn could materially and adversely affect our results of operations and financial condition.

 

Although we believe we generally maintain positive working relationships with our franchisees, disputes with franchisees could damage our brand image and reputation and our relationships with our franchisees generally.

 

Our business is subject to various laws and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, could adversely affect our business.

 

We are subject to the FTC Franchise Rule, which is a trade regulation imposed on franchising promulgated by the FTC that regulates the offer and sale of franchises in the United States and that requires us to provide to all prospective franchisees’ certain mandatory disclosure in a franchise disclosure document (“FDD”). In addition, we are subject to state franchise registration and disclosure laws in approximately 14 states and various state business opportunity laws that regulate the offer and sale of franchises by requiring us, unless otherwise exempt, to register our franchise offering in those states prior to our making any offer or sale of a franchise in those states and to provide a FDD to prospective franchisees in accordance with such laws. We are subject to franchise disclosure laws in States that regulate the offer and sale of franchises by requiring us, unless otherwise exempt, to prepare and deliver a franchise disclosure document to disclose our franchise offering in a prescribed format to prospective franchisees in accordance with such laws, and that regulate certain aspects of the franchise relationship. We are subject to similar franchise sales laws in Canada, Mexico, and Australia (should we expand internationally), and may become subject to similar laws in other countries in which we may offer franchises in the future. Failure to comply with such laws may result in a franchisee’s right to rescind its franchise agreement and damages, and may result in investigations or actions from federal or state franchise authorities, civil fines or penalties, and stop orders, among other remedies. We are also subject to franchise relationship laws in approximately 20 states and in various U.S. territories that regulate many aspects of the franchise relationship including, depending upon the jurisdiction, renewals and terminations of franchise agreements, franchise transfers, the applicable law and venue in which franchise disputes must be resolved, discrimination and franchisees’ right to associate, among others. Our failure to comply with such franchise relationship laws could result in fines, damages and our inability to enforce franchise agreements where we have violated such laws. Although we believe that our FDDs, franchise sales practices and franchise activities comply with such franchise sales laws and franchise relationship laws, our non-compliance could result in liability to franchisees and regulatory authorities (as described above), inability to enforce our franchise agreements and a reduction in our anticipated royalty revenue, which in turn may materially and adversely affect our business and results of operations.

 

 

 

 

We and our franchisees are also subject to the Fair Labor Standards Act of 1938, as amended, and various other laws in the United States, Canada, Panama, Mexico and Australia governing such matters as minimum-wage requirements, overtime and other working conditions. Based upon our experience with hiring employees and operating corporate-owned stores, we believe a significant number of our and our franchisees’ employees are paid at rates related to the U.S. federal or state minimum wage, and past increases in the U.S. federal and/or state minimum wage have increased labor costs, as would future increases. Any increases in labor costs might result in our and our franchisees inadequately staffing stores. Such increases in labor costs, and those that may arise due to other changes in labor laws or as a result of low unemployment rates, could affect store performance and quality of service, decrease royalty revenues and adversely affect our brand.

 

Our and our franchisees’ operations and properties are subject to extensive U.S., Canadian, Panamanian, Mexican and Australian, federal, international, state, provincial and local laws and regulations, including those relating to environmental, building and zoning requirements. Our and our franchisees’ development of properties depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. Failure to comply with these legal requirements could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability, which could adversely affect our business.

 

We and our franchisees are responsible at stores we each operate for compliance with state, provincial and local laws that regulate the relationship between stores and their clients. Many states and provinces have consumer protection regulations that may limit the collection of clientship dues or fees prior to opening, require certain disclosures of pricing information, mandate the maximum length of contracts and “cooling off” periods for clients (after the purchase of a clientship), set escrow and bond requirements for stores, govern member rights in the event of a member relocation or disability, provide for specific member rights when a store closes or relocates, or preclude automatic clientship renewals. Our or our franchisees’ failure to comply fully with these rules or requirements may subject us or our franchisees to fines, penalties, damages and civil liability, or result in clientship contracts being void or voidable. In addition, states or provinces may update these laws and regulations. Any additional costs which may arise in the future as a result of changes to the legislation and regulations or in their interpretation could individually or in the aggregate cause us to change or limit our business practices, which may make our business model less attractive to our franchisees or our clients.

 

If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected.

 

Our brand and reputation are key assets and a competitive advantage. Maintaining, protecting, and enhancing our brand depends largely on the success of our marketing efforts, ability to provide consistent, high-quality, and secure products, services, features, and support, and our ability to successfully secure, maintain, and defend our rights to use the “Coinbase” mark and other trademarks important to our brand. We believe that the importance of our brand will increase as competition further intensifies. Our brand and reputation could be harmed if we fail to achieve these objectives or if our public image were to be tarnished by negative publicity, unexpected events, or actions by third parties. Unfavorable publicity about us, including our products, services, technology, customer service, personnel, and crypto asset or crypto asset platforms generally could diminish confidence in, and the use of, our products and services. 

 

 

 

 

 

Other Risks

 

We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business and management.

 

In the future, we may acquire additional companies, project pipelines, products, or technologies or enter into join ventures or other strategic initiatives. We may not realize the anticipated benefits of an acquisition and each acquisition has numerous risks. These risks include the following:  

 

	·	high volatility in the value of cryptocurrencies generally and in the value of Bitcoin and Ethereum particularly, and the effect of such volatility on our ability to operate profitably;
	·	changes in the regulatory and legal environments in Latin America and the Caribbean Region in which we operate may lead to future challenges to operating our business or may subject our business to added costs with the result that some or all of our operating facilities become less profitable or unprofitable altogether;
	·	changes in United States tax laws may impose burdensome reporting or regulation on our operations;
	·	risks related to our failure to continue to obtain financing on a timely basis and on acceptable terms;
	·	our ability to keep pace with technology changes and competitive conditions;
	·	other risks and uncertainties related to our business plan and business strategy; and
	·	the impact on the world economy of coronavirus (“COVID-19”).

 

Our platform may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If any of our customers use our platform to further such illegal activities, our business could be adversely affected.

 

Our platform may be exploited to facilitate illegal activity including fraud, money laundering, gambling, tax evasion, and scams. We or our partners may be specifically targeted by individuals seeking to conduct fraudulent transfers, and it may be difficult or impossible for us to detect and avoid such transactions in certain circumstances. The use of our platform for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us. Moreover, certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is significant uncertainty and cost associated with detecting and monitoring transactions for compliance with local laws. In the event that a customer is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. Changes in law have also increased the penalties for money transmitters for certain illegal activities, and government authorities may consider increased or additional penalties from time to time. Owners of intellectual property rights or government authorities may seek to bring legal action against money transmitters, including us, for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

 

 

 

 

 

Risks Related to the Ownership of Our Common Stock

 

If we are subject to Securities and Exchange Commission regulations relating to low-priced stocks, the market for our common stock could be adversely affected.

 

The SEC has adopted regulations concerning low-priced or “penny” stocks. The regulations generally define “penny stock” to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our shares are offered at a market price less than $5.00 per share, and do not qualify for any exemption from the penny stock regulations, our shares may become subject to these additional regulations relating to low-priced stocks.

 

The penny stock regulations require that broker-dealer who recommend penny stocks to persons other than institutional accredited investors make a special suitability determination for the purchase, receive the purchaser’s written agreement to the transaction prior to the sale and provide the purchaser with risk disclosure documents that identify risks associated with investing in penny stocks. Furthermore, the broker-dealer must obtain a signed and dated acknowledgment form the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before effecting a transaction in penny stock. These requirements have historically resulted in reducing the level of trading activity in securities that become subject to the penny stock rules.

 

The additional burdens imposed upon broker-dealers by these penny stock requirements may discourage broker-dealers from effecting transactions in the common stock, which could severely limit the market liquidity of our common stock and our shareholders’ ability to sell our common stock in the secondary market.  

 

The trading price of our common stock is likely to continue to be volatile.

 

The trading price of our common stock has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced, and likely will continue to experience, substantial price and volume fluctuations that are often unrelated or disproportionate to the operating performances of companies. Our common stock may be traded by short sellers which may put pressure on the supply and demand for our company stock, further influencing volatility in its market price. Public perception and other factors outside of our control may additionally impact our stock price and volatility. The market price of our common stock will likely fluctuate significantly in response to the following or other factors, again some of which are beyond are control:

 

	•	Significant delays in our supply channel;
	•	Inability to raise additional capital or do so on favorable terms, if necessary, to maintain or grow our operations;
	•	Additions or departures of key personnel;
	•	Future sales of our common stock;
	•	Stock market price and volume fluctuations attributable to inconsistent trading volume levels of our stock;
	•	Commencement of or involvement in litigation; and
	•	Our inability to effectively manage our current and future operations.

 

 

 

 

We may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline.

 

From time-to-time we may provide guidance regarding our expected financial and business performance. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate. Our guidance is based on certain assumptions such as those relating to sales volumes (which generally are not linear throughout a given period), average sales prices, supplier and commodity costs, and planned cost reductions. If our guidance varies from actual results due to our assumptions not being met or the impact on our financial performance that could occur as a result of various risks and uncertainties, the market value of our common stock could decline significantly.

 

Transactions relating to our convertible notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock.

 

The conversion of some or all of the convertible notes issued by us, or our subsidiaries would dilute the ownership interests of existing stockholders to the extent we deliver shares upon conversion of any of such notes by their holders, and we may be required to deliver a significant number of shares. Any sales in the public market of the common stock issuable upon such conversion could adversely affect their prevailing market prices. In addition, the existence of the convertible senior notes may encourage short selling by market participants because the conversion of such notes could be used to satisfy short positions, or the anticipated conversion of such notes into shares of our common stock could depress the price of our common stock.

 

We do not anticipate paying any dividends on our common stock.

 

We do not anticipate paying any dividends on our common stock for the foreseeable future. Rather, we intend to retain any future earnings for use in the operation and expansion of our business.

 

General Risk Factors

 

Unanticipated changes in our tax provisions, the adoption of a new U.S. tax legislation, or exposure to additional income tax liabilities could affect our profitability.

 

We are subject to income taxes, and are therefore subject to potential tax examinations, in the United States. Tax authorities may disagree with our tax positions and assess additional taxes. We regularly assess the likely outcome of these examinations in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these potential examinations, and the amounts ultimately paid upon resolution of examinations could be materially different from the amount previously included in our income tax expense and therefore, could have a material impact on our tax provision, net income, and cash flows. In addition, our future effective tax rate could be adversely affected by changes to our operating structure, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the discovery of new information in the course of our tax return preparation process. In addition, recently announced proposals for new U.S. tax legislation could have a material effect on the results of our operations, if enacted.

 

We are susceptible to changes in employment laws and regulations or to changes in employment classifications by government agencies.

 

As we expand our operations, we may become subject to additional federal and state employment laws. Therefore, we may be required to allocate resources, including management’s time, to establishing a policy pursuant to which we evaluate any changes in federal and state laws to ensure our compliance with these requirements. In addition, other factors beyond our control, including increases in minimum wage requirements, overtime pay, healthcare reform, and other laws and regulations affecting employees, independent contractors, and other third-party service providers, could have a material adverse effect on our business, financial condition, and results of operation.

 

 

 

 

We depend on third-party providers for internet, other communication infrastructures and data management systems upon which our operations critically rely.

 

We rely on third-party service providers for substantially all of our communication and information technology systems, including for product data management, procurement, inventory management, operations planning and execution, sales, service, and logistics, financial, tax and regulatory compliance systems. We rely on our third-party service providers to protect our systems and databases against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation. No assurances can be made that third-party service providers will protect against those and other risks. Any disruption, either temporary or permanent, to our communication and technology systems would likely have a significant adverse material effect on our business, financial condition, and operating results.

 

Our operations could be adversely affected by events outside of our control, such as natural disasters, wars, or health epidemics.

 

We may be impacted by natural disasters, wars, health epidemics, or other events outside of our control. If major disasters such as earthquakes, floods, fires, or other events occur, or our information system or communications breaks down or operates improperly, our headquarters and/or exploration operations on our various mining properties may be seriously damaged, or we may have to stop or delay our operations. In addition, the global COVID-19 pandemic has impacted economic markets, manufacturing operations, supply chains, employment and consumer behavior in nearly every geographic region and industry across the world, and we have been, and may in the future be, adversely affected as a result. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results, and financial condition.

 

Item 2.

Financial Information.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Fiscal Year End

 

We have included with this offering circular unaudited financial statements for the nine months ended September 30, 2024, and September 30, 2023, as well as audited financial statements for the fiscal years ended December 31, 2023, and December 31, 2022.

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Business Development Plan

 

Primary market: Services will be marketed in various social media portal, blogs, press releases, newsletters, franchise portals, our website, YouTube, and via social events where we will be presenting our business card containing a bar code people can scan.

 

 

 

 

Secondary market research: registering with BBB (Better business Bureau), Chamber of Commerce, attending Franchise Shows and handing out our business cards, may be worth having a booth at the franchise show, AFA (American Franchise Association), IFA (International Franchise Association), Franchise journal publication, The Great American Franchise Expo, Franchise times, Franchise Business Review and a blog that discusses franchise news such as Blue MauMau. In addition to this we will network by attending various events on EventBrite and other such networking events as they arise.

 

In accordance with the International Franchise Association the “The overall number of franchise establishments will increase by almost 15,000 units in 2023, or 1.9%, to 805,000 units in the U.S. Franchising added approximately 254,000 jobs in 2023. Growing at 3.0%, total franchise employment is forecasted to reach 8.7 million.

 

Franchises’ GDP share of the overall economy will remain stable at 3%. Compared with 2022, franchises’ GDP — the monetary value of all the finished goods and services produced within U.S. borders — will grow at a slightly slower pace of 4.2% to $521.3 billion.

 

Service-based industries and quick-service restaurants will witness higher growth than other industries. On the state and regional level, the report shows that states have experienced different rates of franchise business growth due to disparities in business climates, migration trends, the labor market, and major industry investments.

 

Summary of Our Opportunity

 

Franchise Consulting service will be provided without any charge to the end-user by SportsQuest. It is only after the sale is made by the franchisor that the franchisor will pay 25-100% of the franchise fee to us as the franchise consultant. This methodology proves to have no pressure tactic for the potential franchisee or end-user. As FCPs we ensure that the franchisee or the potential franchisee receives valuable information and support without the direct pressure tactics some franchisors utilize to close the sale. Moreover, the support provided by the franchise consultant continues until the end-user becomes a franchisee. The best part is that as FCPs we do not favor one franchisor over another, as we work with the potential franchisee by finding out exactly what their needs are, based on their lifestyle and financial capability. As one can see there are numerous benefits to working with a franchise consultant versus going directly to a franchisor.

 

The secondary service provided by SportsQuest is selling unused or excess leads to franchisors similar to franchise portals such as franchisegator.com

 

Our third revenue source is from speaking to potential private businesses that wish to franchise their business. The president of the company was able to franchise his own private business and grow it into 300 plus locations prior to selling the opportunity creating an exit strategy for the business.

 

The fourth revenue source comes from the Presidents many years in the mergers and acquisitions business and his ability to take private companies public should the need arise for them to raise funds in the public markets or need that exit strategy most companies can benefit from.

 

The fifth revenue source comes from referrals we provide to potential franchisees for funding and or legal advice.

 

Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. Material changes in our Statement of Operations for the nine months ended September 30, 2024, and 2023, and the years ended December 31, 2023 and 2022 are discussed below.

 

 

 

 

Comparison of Results of Operations for the Nine Months Ended September 30, 2024 and 2023

 

The following table sets forth the summary operations for the six months ended September 30, 2024 and 2023:

 

		For the Nine Months Ended
		30-Sep-24				30-Sep-23
Revenues		$	–			$	–
Cost of Revenues		$	–			$	–
Gross Profit		$	–			$	–
General and Administrative Expense		$	76,718			$	63,757
Interest Expense		$	11,589			$	8,630
Loss on Disposal of Stock		$	(53,982	)		$	–
Net Loss from Continuing Operations		$	(142,288	)		$	(72,388	)

 

Revenues

The Company did not generate any revenues for the relevant periods.

 

Cost of Revenues and Gross Profit

The Company did not have any costs associated with revenues for the relevant periods nor did it generate a gross profit or loss.

 

Operating Expenses

Operating expenses for the nine months ended September 30, 2024 were $76,718 as compared to $63,757 for the nine months ended September 30, 2023, an increase of $12,961. Operating expenses consist of bank charges, hotel and accommodations, telecommunications, and consulting services,. We expect our operating costs to continue to increase in our next 12 months as we continue to develop our franchise portal and expand our operations.

 

Other Income (Expense)

Other income (expense) for the six months ended September 30, 2024 and September 30, 2023 was ($53,982) and $0, respectively. The change in other income (expense) can be attributed to the Company’s loss on disposal of stock.

 

Net Loss from Continuing Operations

Net income (loss) from operations for the six months ended September 30, 2024 and June 30, 2023 was ($142,288) and ($72,388). The increase in the net loss can primarily be attributed to increased costs associated with consulting services, hotel and accommodations, and the reported loss on disposal of stock.

 

Liquidity and Capital Resources

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

 

As of September 30, 2024, the Company had $4,260 in cash and cash equivalents. The Company did not generate revenues for the nine months ended September 30, 2024 and has relied primarily upon capital generated from public and private offerings of its securities.

 

 

 

 

Cash flows

Net cash used in operating activities for the nine months ended September 30, 2024 and 2023 were ($135,620) and ($63,758), respectively. The primary difference was due to the loss from continuing operations attributable to common stockholders.

 

Net cash used in investing activities for the six months ended September 30, 2024 and 2023 were, were $0 and $0, respectively.

 

Net cash provided by financing activities for the six months ended June 30, 2024 and 2023, were $137,902 and $65,00, respectively.

 

Year Ended December 31, 2023, compared to Year Ended December 31, 2022

 

		For the Years Ended
		31-Dec-23				31-Dec-22
Revenues		$	–			$	–
Cost of Revenues		$	–			$	–
Gross Profit		$	–			$	–
Bank Charges		$	510			$	145
Loss on Disposal of Stock		$	16,860			$	1,633
Subscription and Dues		$	–			$	340
Rentals		$	–			$	15,000
Transportation and Travels		$	–			$	22,788
Hotel and Accomodation		$	17,734			$	16,755
Telecommunication		$	3,550			$	2,997
Consulting Services		$	59,835			$	4,500
Interest Expense		$	11,971			$	60,806
Total Operating Expenses		$	110,461			$	124964
Net Loss from Continuing Operations		$	(110,461	)		$	(124964	)

 

Revenues

The Company did not generate any revenues for the relevant periods.

 

Cost of Revenues and Gross Profit

The Company did not have any costs associated with revenues for the relevant periods nor did it generate a gross profit or loss.

 

Operating Expenses

Operating expenses for the year ended December 31, 2023 were $110,461 as compared to $124,964 for the year ended December 31, 2022, a decrease of $14,503.

 

Net Loss from Continuing Operations

Net income (loss) from operations for the six months ended December 31, 2023 and December 31, 2022 was ($110,461) and ($124,964). The decrease in the net loss can primarily be attributed to reduced costs associated with rental expense.

 

 

 

 

Liquidity and Capital Resources

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

 

As of December 31, 2023, the Company had $1,977 in cash and cash equivalents. The Company did not generate revenues for the year ended December 31, 2023 and has relied primarily upon capital generated from public and private offerings of its securities.

 

Cash flows

Net cash used in operating activities for the years ended December 31, 2023 and 2022 were ($98,489) and ($64,158), respectively. The primary difference was due to the derivatives associated with convertible notes payable.

 

Net cash used in investing activities for the years ended December 31, 2023, and December 31, 2022, were $0 and $0, respectively.

 

Net cash provided by financing activities for the years ended December 31, 2023, and December 31, 2022, were $98,260 and $66,365.

 

Capital Resources

We had no material commitments for capital expenditures as of December 31, 2023.

 

Off Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies & Use of Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with the Company’s Board of Directors, management has identified in the accompanying financial statements the accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.  See “Note 2 – Summary of Significant Accounting Policies” in our financial statements for additional information.

 

Additional Company Matters

 

The Company has not filed for bankruptcy protection.

 

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. Should such litigation ever ensue, it may have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

 

We are not presently a party to any legal proceedings.

 

 

 

 

Subsequent Material Events

 

The Company evaluated subsequent events that have occurred after the balance sheet date of June 30, 2024, and up through the date of this Registration Statement. There are two types of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has determined that there are no additional events that would require adjustment to or disclosure in the attached financial statements.

 

Item 3.

Properties.

 

Principal Executive Office

 

The Company’s corporate headquarters are located in West Palm Beach FL at 500 S. Australian Ave. Suite #600, West Palm Beach, Florida 33401. We also use another West Palm Bech location for administrative purposes. These premises consist of approximately 600 square feet in a multi-tenant building leased by the Company from an unaffiliated third party pursuant to a month-to-month lease with the option to convert to a longer term at the Company’s sole option. Current monthly rent under this lease is approximately $2,500. 

 

Item 4.

Security Ownership of Certain Beneficial Owners and Management.

 

The following table sets forth information regarding beneficial ownership of our Stock as of the date of this filing.

 

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and include voting or investment power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

 

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over their Shares of Stock. Percentage of beneficial ownership before the offering is based on 2,804,163,151 Shares of Common Stock outstanding, 1,200,000 shares of Series A Preferred Stock and 1,000,000 shares of Series B Preferred Stock as of the date of this filing.

 

Name	Position	Number of Shares	Share Type	Percent	Name of Control Person
Zoran Cvetojevic (1)	Chairman, Preferred Shareholder, Treasurer and Secretary	1,200,000	Preferred A	100%	-
Zoran Cvetojevic (1)	Chairman, Preferred Shareholder, Treasurer and Secretary	1,000,000	Preferred B	100%	-
Jeffrey Burns (2)	Shareholder	650,000,000	Common Stock	26.16%	-
Energy 101 Consulting (3)	Shareholder	195,000,000	Common Stock	8.70%	Alan Tucker
JJM Consulting, Inc (4)	Shareholder	195,000,000	Common Stock	8.70	Alan Tucker

 

(1) The mailing address for these individuals/entities is 500 S. Australian Ave. Suite #600, West Palm Beach, Florida 33401.

(2) The address for Jeffrey Burns is 110 Lee St Thomasville, GA 31792-5088

(3) The address for Energy 101 Consulting is 2387 W. Oakfield Road, Grand Island, NY 14072

(4) The address for JMJ Consulting is 209 Lincroft Rd, Buffalo, NY 14218-2107

 

 

 

 

Item 5.

Directors and Executive Officers.

 

The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of the date of this Offering Circular:

 

 

Name		Position		Age		Director or Officer Since
Zoran Cvetojevic		Chairman of the Board of Directors, President, Treasurer, Secretary		72		July 16, 2021
Irina Veselinovic		Chief Operations Officer, Chief Executive Officer		41		July 7 2022
Alexander Sentic		Director		56		September 21, 2022
Dr. Sanja Pekovic D.Sc.		Director		70		September 21, 2022

 

Zoran Cvetojevic , Chairman of the Board of Directors, President, Treasurer, Secretary.

 

Zoran Cvetojevic graduated from the University of Electronic Engineering, Skopje, North Macedonia, (Former Yugoslavia). MSc degree Master of Science in Electronic design at Cranfield Institute of Technology, England in 1989. During his long work experience as a manager and director of various companies, Mr. Cvetojevic expanded his interests into business administration and strategy. Mr. Cvetojevic is an accredited investor and sits as a Chairman and or an independent Board Advisor on many publicly traded companies. His past hobby involved stock trading financing and being a Marketing director. Mr. Cvetojevic has a great ability to design, implement and facilitate the required annual marketing plan. In addition to this, Mr. Cvetojevic possesses a great ability to develop, and execute Research, analysis, and monitoring of financial, technological, and demographic factors. Mr. Cvetojevic understands the importance of undertaking and evaluating customer research, market conditions, and competitor data. Mr. Cvetojevic has experience with new software implementation and is not afraid to test and implement the latest technologies available to provide corporations with the competitive advantage required to succeed.

 

Zoran has been retired for past more than 5 years. He has been an engineer for his entire career and has played a pivotal role in numerous publicly traded companies.

 

With a Master’s degree in Electronic Design and decades of managerial experience, he has successfully expanded his focus into business administration and corporate governance. Zoran’s work as an accredited investor and his role as Chairman and independent Board Advisor in several publicly traded companies showcase his leadership in high-level decision-making.

 

Additionally, his hands-on experience in managing corporate transitions, executing marketing strategies, and adopting cutting-edge technologies adds immense value to SportsQuest. Despite his recent retirement, Zoran’s passion for innovation and corporate success makes him an invaluable asset to the company as Chairman, providing strong oversight and guiding the organization towards future growth.

 

Irina Veselinovic, Chief Operations Officer, Chief Executive Officer

 

As a Business Development Manager, Irina was working in private companies and spent almost two decades mastering her leadership in administration, accounting, investor relations skills and financial intelligence. In addition, her creativity and entrepreneurial versatility is reflected by her professional endeavors in the interior design and fashion industries. Relying on her extensive background in various business fields, Irina is able to provide the necessary connections and momentum that is the cornerstone of our team.

 

Irina has been involved with publicly trading companies for 15 years, where she mastered her skills in administration and legal requirements. She has been CEO and Secretary in numerous public companies.

 

 

 

 

Irina is the owner and employee of SERVICO consulting agency since 2016 and brings nearly two decades of leadership expertise, combining skills in administration, accounting, investor relations, and financial intelligence with creativity and entrepreneurial versatility. Her professional background spans interior design, fashion, business consulting, and organization, showcasing her adaptability and innovative thinking. With 15 years of experience in publicly traded companies, Irina has mastered corporate governance, regulatory compliance, and administration, holding key roles as CEO and Secretary in multiple organizations. As a Business Development Manager, she built a strong network of industry connections and momentum, driving growth and fostering strategic partnerships. Her proven leadership, comprehensive expertise, and dynamic vision make her the cornerstone of SportsQuest, Inc., positioning the company for long-term success.

 

Alexander Sentic, Independent Director

 

Mr. Sentic is a businessperson who has been at the head of 9 different public companies. Mr Sentic is versatile in financial services. Using his longtime experience in finance, sales, and his corporate development skills, backed by his large pool of business contacts, it did not take long for him to make a success in multiple corporate transactions, and past endeavors. Mr. Sentic is supported by multiple experienced CPAs that work in both Private and Public sectors. He also sustains multiple ongoing successful relationships with consultants with expertise in Public Companies, Equity Financing and Investment Banking. Mr. Sentic has been a successful entrepreneur since a young age and has held multiple Executive Positions over the years. Mr. Sentic specializes in Interim Management coupled with his expertise of Corporate Development to uniquely assist both Private and Public trading companies.

 

Aleksander has been employed with Servico consulting agency since 2018. Aleksandar Sentic is the ideal fit for SportsQuest, Inc. because of his exceptional leadership, extensive experience, and proven success in guiding companies through growth and transformation. Aleksandar Sentic is the perfect fit for SportsQuest, Inc. due to his exceptional leadership, extensive experience, and proven track record in corporate growth and transformation. Having led nine public companies, Aleksandar brings unmatched expertise in navigating the complexities of publicly traded entities. His financial acumen, particularly in equity financing and investment banking, ensures a strong foundation for SportsQuest’s strategic growth.

 

Aleksandar’s success in corporate transactions aligns seamlessly with the company’s merger and franchising plans, while his extensive network of CPAs, consultants, and industry experts provides immediate access to specialized resources. His expertise in interim management and corporate development offers focused and results-driven leadership during pivotal transitions.

 

As a successful entrepreneur, Aleksandar’s innovative approach and vision complement SportsQuest’s dynamic ambitions. Backed by a strong support system and experience across both private and public sectors, he brings the strategic acumen and versatility needed to drive the company’s success.

 

Dr. Sanja Pekovic D.Sc. Independent Director

 

Dr Sanja Pekovic, is a Principal Scientist and Project Leader at the Institute for Biological Research “Sinisa Stankovic” (IBISS), University of Belgrade member since 1986, and Head of the Department of Neurobiology since 2006. She is a Professor of Experimental Models of CNS Diseases at PhD studies in Neurosciences at the Faculty of Biology, University of Belgrade, and Invited lecturer at PhD studies in Neurosciences, School of Medicine, University of Belgrade, course: Molecular Biology of the Nervous System. Dr Pekovic is the permanent member of the Working Groups representing Serbia in the following COST (European Cooperation in the Field of Scientific and Technical Research) actions: COST B10 (2001-2005) and COST B30 (2006-2010).

 

Dr Pekovic participated as one of the project leaders, in the preparation of several FP6 and FP7 European projects, and is the participant of a German-Serbian collaborative project (2010-2012). Also, she is a member of Scientific and Organizing Boards of several conferences and congresses with international participation, and a member of IBISS Scientific Council and Steering Board of Association for Advancement of Clinical Research of Serbia.

 

The focus of her research is on translational medicine and therapy of brain injury, multiple sclerosis, neurodegeneration, neuroinflammation, brain plasticity, and currently on early and sensitive biomarkers of neuroinflammation and neurodegeneration in serum and CSF of patients with traumatic brain injury.

 

 

 

 

Sanja has been retired for past 5 years. Before that she has been employed at IBISS as principal Investigator at Institute for Biological Research “Sinisa Stankovic ”. She’s been a part of a team that brough majestic growth to a public company, so her competence comes from direct experience with publicly trading companies.

 

Sanja has been voted for the independent advisor of SportsQuest, Inc. because of her great narration skills, she has been of a great help in structuring content for filings and researching information required. Sanja’s collaborative leadership and dedication to excellence resonate with SportsQuest’s mission. Her ability to inspire confidence and maintain clear communication is crucial for fostering trust and ensuring alignment between the company’s leadership, franchisees, and investors.

 

By bringing Sanja on board, SportsQuest has secured a dynamic advisor who will not only steer the company through its next phase of growth but also lay the groundwork for long-term success.

 

Board of Directors and Officers

 

Each director is elected until our next annual meeting of stockholders and until his successor is duly elected and qualified. The Board of Directors may also appoint additional directors up to the maximum number permitted under our by-laws. A director so chosen or appointed will hold office until the next annual meeting of stockholders. Each executive officer serves at the discretion of the Board of Directors and holds office until their successor is elected or until their resignation or removal in accordance with our articles of incorporation and by-laws.

 

Family Relationships

 

There are no family relationships between or among any of our directors or executive officers.

 

Significant Employees

 

The Company does not presently have any significant employees other than the named officers and directors.

 

Meeting and Committees of the Board of Directors

 

During the six-months ended June 30, 2023 and June 30, 2024, as well as the years ended December 31, 2022 and 2023, our Board of Directors held meetings on an as-needed basis.

 

Company board members met several times to discuss the recovery of certain shares of Allan Tucker, Mike Barbee, and Jeff Burns which remain unpaid for. The Company retained a litigation barrister Martin Shell to attempt to recover these shares.

 

As our common stock is not presently listed for trading or quotation on a national securities exchange or NASDAQ, we are not presently required to and do not have any board committees.

 

We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert, our board would make a determination as to whether such a person is independent.

 

 

 

 

Due to our small size and limited operations to date, we do not presently have a nominating committee, compensation committee or other committee performing similar functions. We have not adopted any procedures by which security holders may recommend nominees to the board of directors, and we do not have a diversity policy.

 

Board Leadership Structure and Role on Risk Oversight

 

We have no policy requiring the combination or separation of the Principal Executive Officer and Chairman roles and our governing documents do not mandate a particular structure. Our directors recognize that the leadership structure and the combination or separation of these leadership roles is driven by our needs at any point in time.

 

Our directors are involved in the general oversight of risks that could affect our business and they will continue to evaluate our leadership structure and modify such structure as appropriate based on our size, resources and operations.

 

Stockholder Communication with the Board of Directors

 

Stockholders may send communications to our board of directors by writing to SportsQuest, Inc., 500 S. Australian Ave., Suite #600, West Palm Beach, FL 33401 or corporate@sports-quest.co.

 

Officers and Directors Indemnification

 

Under our Certificate of Incorporation and Bylaws, the Company may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his or her position, if he or she acted in good faith and in a manner he or she reasonably believed to be in the Company’s best interest. The Company may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, the Company must indemnify the officer or director against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, then only by a court order. The indemnification coverage is intended to be to the fullest extent permitted by applicable laws.

 

Regarding indemnification for liabilities arising under the Securities Act, which may be permitted to officers or directors under applicable state law, the Company is informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors, officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

 

To the best of our knowledge there are no known delinquencies.

 

 

 

 

Item 6.

Executive Compensation.

 

Compensation of Directors and Executive Officers

 

Name & Position		Year		Salary			Bonus			Stock Awards			Option Awards			Non-equity Incentive Plan Compensation			All other Comp.			Total
Zoran Cvetojevic President, Treasurer, Secretary, Chairman		2024		$	-		$	-		$	-		$	-		$	-		$	-		$	-
		2023		$	-		$	-		$	-		$	-		$	-		$	-		$	-
		2022		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Irina Veselinovic CEO, COO		2024		$	-		$	-		$	-		$	-		$	-		$	-		$	-
		2023		$	-		$	-		$	-		$	-		$	-		$	-		$	-
		2022		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Alexander Sentic Director		2024		$	-		$	-		$	-		$	-		$	-		$	-		$	-
		2023		$	-		$	-		$	-		$	-		$	-		$	-		$	-
		2022		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Dr. Sanja Pekovic D.Sc. Director		2024		$	-		$	-		$	-		$	-		$	-		$	-		$	-
		2023		$	-		$	-		$	-		$	-		$	-		$	-		$	-
		2022		$	-		$	-		$	-		$	-		$	-		$	-		$	-

 

Outstanding Equity Awards at the End of the Fiscal Year

 

We do not have any equity compensation plans and therefore no equity awards are outstanding as of December 31, 2023, or June 30, 2024.

 

Bonuses and Deferred Compensation

 

We do not have a deferred compensation or retirement plan. All decisions regarding compensation, including the payment of bonuses, are determined by our Board of Directors.

 

Options and Stock Appreciation Rights

 

As of December 31, 2023, and June 30, 2024, no options have been issued.

 

Payment of Post-Termination Compensation

 

We do not have change-in-control agreements with our directors or executive officers.

 

Employment Agreements

 

None.

 

Director Agreements

 

None.

 

 

 

 

Board of Directors

 

Each director is elected until our next annual meeting of stockholders and until his successor is duly elected and qualified. The Board of Directors may also appoint additional directors up to the maximum number permitted under our by-laws. A director so chosen or appointed will hold office until the next annual meeting of stockholders. Each executive officer serves at the discretion of the Board of Directors and holds office until their successor is elected or until their resignation or removal in accordance with our articles of incorporation and by-laws. 

 

Item 7.

Certain Relationships and Related Transactions, and Director Independence.

 

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 10% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the nine months ended June 30, 2024, or the year ended December 31, 2023 or in any proposed transaction, which has materially affected or will affect the Company.

 

However, Zoran Cvetojevic (Chairman of the Board of Directors, President, Treasurer, Secretary) owns 1,200,000 shares of our Series A Preferred Stock and 1,000,000 shares of our Series B Preferred Stock.

 

Item 8.

Legal Proceedings.

 

As of the date of this filing, the Company is not currently a party to any legal proceedings, and no such proceedings are known to be contemplated by any governmental authority or third party. The Company has not been involved in any litigation, arbitration, or administrative actions that would materially affect its financial condition, results of operations, or liquidity.  

 

Item 9.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

 

Market Information

 

Our common stock is qualified for quotation on the OTC Markets-OTC Pink under the symbol “SPQS”. The following table sets forth the range of the high and low bid prices per share of our common stock for each quarter of our fiscal year as reported in the over-the-counter markets. These quotations represent interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions. There currently is a minimal liquid trading market for our common stock. There can be no assurance that a significant active trading market in our common stock will develop, or if such a market develops, that it will be sustained.

 

		2024
		High				Low
First Quarter (through March 31)		$	0.0003			$	0.0001
Second Quarter (through June 30)			0.0002				0.0001
Third Quarter (through September 30)			0.0008				0.0003

 

 

		2023
		High				Low
First Quarter (through March 31)		$	0.0003			$	0.0001
Second Quarter (through June 30)			0.0002				0.0001
Third Quarter (through September 30)			0.0002				0.0001
Fourth Quarter (through December 31)			0.0002				0.0001

 

		2022
		High				Low
First Quarter (through March 31)		$	0.0024			$	0.0006
Second Quarter (through June 30)			0.0012				0.0004
Third Quarter (through September 30)			0.0009				0.0004
Fourth Quarter (through December 31)			0.0005				0.0002

 

The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer’s securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. At present, we have no plans to register our securities in any particular state. Further, our shares may be subject to the provisions of Section 15(g) and Rule 15g-9 of 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 SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; 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 issuer’s net tangible assets; or exempted from the definition by the SEC. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000 by an individual, or $300,000 together with his or her spouse), are subject to additional sales practice requirements.

 

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.

 

As of October 14, 2024, out of a total of 5,000,000,000 shares of Common Stock authorized, there are a total of 3,344,163,151 shares of Common Stock issued and outstanding, of which 660,372,569 shares are issued as restricted securities and can only be sold or otherwise transferred pursuant to a registration statement under the Securities Act or pursuant to an available exemption from registration, all of which are held by non-affiliates.

 

 

 

 

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares of a reporting company for at least six months, including any person who may be deemed to be an “affiliate” of the company (as the term “affiliate” is defined under the Securities Act), is entitled to sell, within any three-month period, an amount of shares that does not exceed the greater of (i) the average weekly trading volume in the company’s common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale or (ii) 1% of the shares then outstanding. In order for a stockholder to rely on Rule 144, adequate current public information with respect to the company must be available. A person who is not deemed to be an affiliate of the company and has not been an affiliate for the most recent three months, and who has held restricted shares for at least one year is entitled to sell such shares without regard to the various resale limitations under Rule 144. Under Rule 144, the requirements of paragraphs (c), (e), (f), and (h) of such Rule do not apply to restricted securities sold for the account of a person who is not an affiliate of an issuer at the time of the sale and has not been an affiliate during the preceding three months, provided the securities have been beneficially owned by the seller for a period of at least one year prior to their sale. For purposes of this registration statement, a controlling stockholder is considered to be a person who owns 10% or more of the company’s total outstanding shares or is otherwise an affiliate of the Company. No individual person owning shares that are considered to be not restricted owns more than 10% of the Company’s total outstanding shares.

 

Holders

 

As of June 30, 2024 we had 131 shareholders of common stock per transfer agent’s shareholder list.

 

Dividends

 

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the growth of the Registrant’s business.

 

Equity Compensation Plan Information

 

The Company has not yet adopted an equity compensation plan as of June 30, 2024, or subsequently through the filing of this registration statement.

 

Item 10.

Recent Sales of Unregistered SecuritieS.

 

All of the securities discussed below were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. All issuances are for common stock unless stated otherwise.

 

On October 10, 2023, we issued 215,600,000 shares of Common Stock to Emry Capital Group, an entity controlled by Miro Zecevic, for a partial conversion of note.

 

On February 26, 2024 we issued 107,800,000 shares of Common Stock to Red Rock Fund Corp., and entity controlled by Aldo Rotondi, for a conversion of note.

 

On June 24, 2024, we issued 252,000,000 shares of Common Stock to JP Emry Capital Group, an entity controlled by Miro Zecevic, for a partial conversion of note.

 

On July 23, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.

 

On August 13, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.

 

 

 

 

On Aug 27, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.

 

On September 10, 2024, SportsQuest, Inc entered into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.

 

On September 26, 2024, SportsQuest, Inc entered into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.

 

On October 28^th, 2024, SportsQuest, Inc entered into a convertible loan agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $7,500 with 3 Year maturity form the date of the agreement.

 

On November 18, 2024, SportsQuest, Inc entered into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $4,800 with 3 Year maturity form the date of the agreement.

 

On November 25, 2024, SportsQuest, Inc entered into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $5,000 with 3 Year maturity form the date of the agreement.

 

On December 11, 2024, SportsQuest, Inc entered into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.

 

On December 24, 2024, SportsQuest, Inc entered into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $6,000 with 3 Year maturity form the date of the agreement.

 

Item 11.

Description of Registrant’s Securities to be Registered.

 

The following is a summary of the rights of our Common Stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, bylaws, and the Certificates of Designation (as defined below) of our preferred stock, copies of which are filed as exhibits to the registration statement, and to the applicable provisions of Delaware law. The Company is authorized by its Certificate of Incorporation to issue an aggregate of 5,000,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”), 1,200,000 shares of Series A Preferred Stock, and 1,000,000 shares of Series B Preferred Stock. As of October 14, 2024, the Company had 3,344,163,151 shares of Common Stock issued and outstanding.

 

Common Stock

 

Dividend Rights

 

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our Common Stock may receive dividends out of funds legally available if our Board, at its discretion, determines to issue dividends and then only at the times and in the amounts that our Board may determine. We have not paid any dividends on our Common Stock and do not contemplate doing so in the foreseeable future.

 

Voting Rights

 

Each stockholder is entitled to one vote for each share of common stock held by such stockholders.

 

 

 

 

Preferred Stock in General

 

The preferred stock of the Company may be issued from time to time by the Board of Directors in one or more series. The description of shares of each series of preferred stock will be set forth in resolutions adopted by the Board of Directors and a Certificate of Designation to be filed as required by Delaware law prior to issuance of any shares of the series. The Certificate of Designation will set the number of shares to be included in each series of preferred stock and set the designations, preferences, conversion, or other rights, voting powers, restrictions, limitations as to distribution, qualifications, or terms and conditions of redemption relating to the shares of each series. However, the Board of Directors is not authorized to change the right of the common stock to vote one vote per share on all matters submitted for shareholder action. The authority of the Board of Directors with respect to each series of preferred stock includes, but is not limited to, setting, or changing the following:

 

	·	The number of shares constituting such series and the distinctive designation of such series;
	·	The dividend rate on the shares of such series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;
	·	Whether such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
	·	Whether such series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;
	·	Whether or not the shares of such series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
	·	Whether such series shall have a sinking fund for the redemption or purchase of shares of such series, and, if so, the terms and amount of such sinking fund;
	·	The rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series;
	·	Any other relative rights, preferences, and limitations of such series.

 

The Company is authorized to issue up to 1,200,000 shares of Class A preferred stock, and 1,000,000 shares of Class B preferred stock, par value $0.01. As of the date of this filing, there are 1,200,000 shares of Class A preferred stock and 1,000,000 shares of Class B preferred stock issued and outstanding. The rights and preferences of the Series A and Series B Preferred Stock are described below.

 

Class A Preferred Stock:

 

Series A Preferred Stock at the conversion ratio of five hundred (500) shares of Common Stock for each single (1) share of Series A Preferred Stock. If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to three (3) times the sum of the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus, the total number of votes granted to any preferred stock series which are issued and outstanding at the time of voting.

 

 

 

 

Class B Preferred Stock:

 

Series B Preferred Stock at the conversion ratio of one hundred (100) shares of Common Stock for each single (1) share of Series B Preferred Stock. Each share of Series B Preferred Stock shall have one hundred (100) votes for any election or other vote placed before the shareholders of the Company.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our Common Stock is Empire Stock Transfer Inc., with an address at 1859 Whitney Mesa Dr., Henderson, NV 89014. Their phone number is 702-818-5898.

 

Item 12.

Indemnification of Directors and Officers.

 

Our articles provide to the fullest extent permitted by Delaware Law that our directors or officers shall not be personally liable to the Company or our stockholders for damages for breach of such directors’ or officers’ fiduciary duty. The effect of this provision of our articles is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our articles are necessary to attract and retain qualified persons as directors and officers.

 

Delaware corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

 

 

 

 

 

ITEM 13.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

		Page
Consolidated Financial Statements (unaudited) for the Nine Months Ended September 30, 2024
Consolidated Balance Sheets as of September 30, 2024		F-1
Consolidated Statements of Operations as of September 30, 2024 and 2023		F-2
Consolidated Statements of Changes in Shareholders’ Equity as of September 30, 2024 and 2023		F-3
Consolidated Statements of Cash Flows as of September 30, 2024 and 2023		F-4
Notes to the Consolidated Financial Statements		F-5

 

		Page
Consolidated Financial Statements (audited) for the 12-Months Ended December 31, 2023 and 2022
Report of Independent Registered Public Accounting Firm		F-12
Balance Sheets as of December 31, 2023 and 2022		F-13
Statements of Operations as of December 31, 2023 and 2022		F-14
Statements of Changes in Shareholders’ Equity as of December 31, 2023 and 2022		F-15
Statements of Cash Flows as of December 31, 2023 and 2022		F-16
Notes to the Consolidated Financial Statements		F-17

 

 

 

 

 

SPORTSQUEST, INC

BALANCE SHEETS

 

 

		As of September 30, 2024 (Unaudited)				As of December 31, 2023. (Unaudited)
ASSETS
Current Assets
Cash and Bank		$	4,260			$	1,977
Total current assets			4,260				1,977
TOTAL ASSETS		$	4,260			$	1,977
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Convertible notes payable		$	280,595			$	202,673
Accrued Interest Payable			119,875				113,207
Total current liabilities			400,470				315,879
Total other liabilities			–				–
TOTAL LIABILITIES			400,470				315,879
Stockholders' Equity
Preferred Stock Class A par value $0.001 - Authorized 1,200,000 shares.			–				–
Preferred Stock Class B par value $0.001 - Authorized 1,000,000 shares. 1,000,000 Issued and outstanding			1,000				1,000
Common stock, par value $0.0001 - authorized 5,000,000,000 shares 3,044,163,151 and 2,444,363,151 shares issued and outstanding as of June 30, 2024, and 2023 respectively			304,416				244,436
Additional paid-in-capital			2,569,488				2,569,488
Accumulated deficit			(3,271,115	)			3,128,826	)
Net Income			–				–
TOTAL STOCKHOLDERS' EQUITY			(396,210	)			(313,902	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	4,260			$	1,977

 

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

 

 

 

 

SPORTSQUEST, INC.

STATEMENTS OF OPERATIONS

 

 

		PERIOD ENDED SEPT 30, 2024 (UNAUDITED)				PERIOD ENDED SEPT 30, 2023. (UNAUDITED)
Operating revenue:
Revenue		$	–			$	–
Total revenue			–				–
Operating expenses:
Bank Charges			622				370
Administrative Expenses			34,605				12,127
Consulting Services			41,491				51,260
Interest Expense			11,589				8,630
Total operating expenses			88,306				72,388
Loss from operations			(88,306	)			(72,388	)
Other Income (expenses)
Interest Income
Gain/(Loss) from disposal of stock			(53,962	)			–
Gain/(Loss) from settlement/debt extinguishment			–				–
Total other income/(expense)			–				–
Net Income/ loss		$	(142,288	)		$	(72,388	)

 

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

 

 

 

 

 

SPORTSQUEST, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD ENDED SEPTEMBER 30, 2024

 

 

Description		Shares				Common Stock				Preferred Stock(A)				Preferred Stock(B)				Additional Paid-in Capital				Accumulated Deficit				Total
						$				$				$				$				$				$
Balance – Balance Jan 1, 2023			4,179,763,151				417,876				–				1,000				2,369,488				(3,018,365	)			(230,001	)
Common stock issued			215,600,000				(173,440	)			–				–				–				–				(173,440	)
Preferred Stock (A)			–				–				–				–				–				–				–
Preferred Stock (B)			–				–				–				–				–				–				–
Net (loss)			–				–				–				–				–				(110,461	)			(110,461	)
Additional paid in capital			(1,950,000,000	)			–				–				–				200,000				–				200,000
Balance – December 31, 2023			2,445,363,151				244,436				–				1,000				2,569,488				(3,128,826	)			(313,902	)
Balance – Balance Jan 1, 2024			2,445,363,151				244,436				–				1,000				2,569,488				(3,128,826	)			(313,902	)
Common stock issued			599,800,000				59,980				–				–				–				–				59,980
Preferred Stock (A)			–				–				–				–				–				–				–
Preferred Stock (B)			–				–				–				–				–				–				–
Net (loss)			–				–				–				–				–				(142,288	)			(142,288	)
Additional paid in capital			–				–				–				–				–				–				–
Balance – September 30, 2024			3,045,163,151				304,416				–				1,000				2,569,488				(3,271,114	)			(396,210	)

 

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

 

 

 

 

SPORTSQUEST, INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD ENDED SEPTEMBER 30,2024

 

 

		Period Ended September 30, 2024				Period Ended September 30, 2023
Cash flows from operating activities:
Net loss from continuing operations attributable to common stockholders		$	(142,288	)		$	(72,388	)
Adjustments to reconcile net loss to net cash used in operating activities:
Preferred stock issued for services			–				–
Changes in:
Due to related party & Interest Payable			6,669				8,630
Net cash used in operating activities			(135,620	)			(63,758	)
Cash flows from investing activities
Net cash used in investing activities			–				–
Cash flows from financing activities
Convertible note payable			77,922				60,000
Additional paid in capital			–				200,000
Common share			59,980				(195,000	)
Net cash provided by financing activities			137,902				65,000
Net increase in cash			2,282				1,242
Cash, beginning of period			1,978				2,207
Cash, end of period		$	4,260			$	3,449

 

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

 

 

 

 

SPORTSQUEST, INC.

NOTES TO SEPTEMBER 30, 2024, AND 2023

CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1 – Organization and Operations

 

Sportsquest Inc., a Delaware corporation, (the “Company”) was formed under the laws of the State of Delaware on April 3, 1986. Office address is located at 500 S Australian Ave, 600 West Palm Beach FI 33401 USA.

 

The Sportsquest business was created to 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. SportsQuest was incorporated in 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. SportsQuest trades on the Pink Sheets under “SPQS.PK”. SportsQuest holds significant value in content media and is refocusing is business model.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Principle of consolidation

 

The accompanying consolidated financial statements include only the accounts of the parent company as of September 30, 2024 and 2023. 

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

 

(i)

Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

 

 

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. 

 

 To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

 

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from five (5) Periods for computer equipment to seven (7) Periods for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. As of September 30, 2024, and 2023 the company has no investment in Property and equipment

 

 

 

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.

 

The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

 

 

 

Revenue Recognition

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned.

 

The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

The Company derives its revenues from sales contracts with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

 

A right of return exists for customers’ retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement date, the customer is entitled to a refund, except for services already provided.

 

Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

 

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the Period in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the Periods in which those temporary differences are expected to be recovered or settled.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

 

The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

 

 

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all Periods. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at September 30, 2024 and 2023.

 

Earnings per Share

 

Earnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

  

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.

 

Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from the exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

 

There were no potentially debt or equity instruments issued and outstanding at any time during the Periods ended September 30, 2024 and 2023.

 

 

 

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued and has determined to disclose the underlisted events.

 

1. On January 4^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management, a company located at 15711 Grove Ln, Wellington, FL 33414, USA and obtained a loan of $7,500 with 3 Periods maturity form the date of the agreement. 

 

2. On January 25^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $5,000 with 3 Periods maturity form the date of the agreement. 

 

3. On February 16^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management a company located at 15711 Grove Ln, Wellington, FL 33414, USA and obtained a loan of $1,500 with 3 Periods maturity form the date of the agreement.

 

4. On February 27^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

5. On March 13^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

6. On March 28^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

7. On April 15^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Saveen Com Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

8. On April 30^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $5,000 with 3 Periods maturity form the date of the agreement.

 

 

 

 

9. On May 13^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $12,000 with 3 Periods maturity form the date of the agreement.

 

10. On May 23^rd, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

11. On May 28^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

12. On June 13^th, 2024, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $7,500 with 3 Periods maturity form the date of the agreement.

 

13. On July 23, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

14. On August 13, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

15. On Aug 27, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

16. On September 10, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

17. On September 26, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.

 

 

 

 

 

 

Report of an Independent Registered Public Accounting Firm

To the shareholders and the board of directors of SportsQuest, Inc

 

Opinion on the Financial Statements

We have audited the accompanying balance sheets of SportsQuest, Inc (the “Company”) as of December 31, 2023, and 2022 the related consolidated statements of operations, changes in shareholders’ equity and cash flows, for each of the two years in the period ended December 31, 2023, and 2022 and the related notes collectively referred to as the “financial statements.

 

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023, and 2022, in conformity with U.S. generally accepted accounting principles.

 

Going Concern

The accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously incurred a net loss of $110,461 for the year ended December 31, 2023, and an accumulated deficit of $3,128,826 at December 31, 2023. The continuation of the Company as a going concern through December 31, 2023, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.

 

These factors raise substantial doubt about the company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. There are no critical audit matters to communicate as of December 31, 2023

 

/S/Olayinka Oyebola & Co

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

 

We have served as the Company’s auditor since July 2023.

 

August 21st, 2024.

Lagos, Nigeria

 

 

SPORTSQUEST, INC.

CONSOLIDATED BALANCE SHEETS

 

 

		As of Dec 31, 2023				As of Dec 31, 2022
ASSETS
Current Assets
Cash and Bank		$	1,977			$	2,207
Total current assets			1,977				2,207
TOTAL ASSETS		$	1,977			$	2,207
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Convertible notes payable		$	202,673			$	130,973
Accrued Interest Payable			113,207				101,235
Total current liabilities			315,879				232,208
Total other liabilities			–				–
TOTAL LIABILITIES			315,879				232,208
Stockholders' Equity
Preferred Stock Class A par value $0.001 - Authorised 1,200,000 shares.			–				–
Preferred Stock Class B par value $0.001 - Authorised 1,000,000 shares. 1,000,000 Issued and outstanding			1,000				1,000
Common stock, par value $0.0001 - authorized 5,000,000,000 shares 2,444,363,151 and 4,178,763,151 shares issued and outstanding as of December 31, 2023 and 2022 respectively			244,436				417,876
Additional paid-in-capital			2,569,488				2,369,488
Accumulated deficit			(3,128,826	)			(3,018,365	)
Net Income
TOTAL STOCKHOLDERS' EQUITY			(313,902	)			(230,001	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	1,977			$	2,207

 

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

 

 

 

 

SPORTSQUEST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

		Year Ended December 31, 2023				Year Ended December 31, 2022
Revenue		$	–			$	–
Cost of revenue			–				–
Gross profit			–				–
Operating Expenses:
General and administrative			98,489				64,158
Total operating expenses			98,489				64,158
Income (Loss) from Operations			(98,489	)			(64,158	)
Other Income/(expense)
Interest expense			(11,971	)			(60,806	)
Income (loss) before income tax provision			(110,461	)			(124,964	)
Income tax provision			–				–
Net Income (Loss)		$	(110,461	)		$	(124,964	)
Net Loss Per Common Share:
Net Loss per common share - Basic and Diluted		$	(0.00	)		$	(0.00	)
Outstanding - Basic and Diluted			2,444,363,151				4,178,763,151

 

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

 

 

 

 

 

 

SPORTSQUEST, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

 

 

Description		Shares				Common Stock				Preferred Stock (A)				Preferred Stock (B)				Additional Paid-in Capital				Accumulated Deficit				Total
						$				$				$				$				$				$
Balance – Balance Jan 1, 2022			1,244,783,961				124,478				–				–				2,663,886				(2,893,401	)			(105,037	)
Common stock issued			2,933,979,190				293,398				–				–				–				–				293,398
Preferred Stock (A)			–				–				–				–				–				–				–
Preferred Stock (B)			1,000,000				–				–				1,000				–				–				1,000
Additional paid in capital			–				–				–				–				(294,398	)			–				(294,398	)
Net (loss)			–				–				–				–				–				(124,964	)			(124,964	)
Balance – December 31, 2022			4,179,763,151				417,876				–				1,000				2,369,488				(3,018,365	)			(230,001	)
Balance – Balance Jan 1, 2023			4,179,763,151				417,876				–				1,000				2,369,488				(3,018,365	)			(230,001	)
Common stock issued			215,600,000				(173,440	)			–				–				–				–				(173,440	)
Preferred Stock (A)			–				–				–				–				–				–				–
Preferred Stock (B)			–				–				–				–				–				–				–
Net (loss)			–				–				–				–				–				(110,461	)			(110,461	)
Additional paid in capital			(1,950,000,000	)			–				–				–				200,000				–				200,000
Balance – December 31, 2023			2,445,363,151				244,436				–				1,000				2,569,488				(3,128,826	)			(313,902	)

 

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

 

 

 

 

 

SPORTSQUEST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

		Year Ended Dec 31, 2023				Year Ended Dec 31, 2022
Cash flows from operating activities:
Net loss from continuing operations attributable to common stockholders		$	(110,461	)		$	(124,964	)
Adjustments to reconcile net loss to net cash used in operating activities:
Preferred stock issued for services			–				–
Changes in:
Interest Receivables			–				–
Due from related party			–				–
Due to related party & Interest Payable			11,971				60,806
Net cash used in operating activities			(98,489	)			(64,158	)
Cash flows from investing activities
License agreements			–				–
Security deposits			–				–
Net cash used in investing activities			–				–
Cash flows from financing activities
Convertible note payable			71,700				66,365
Additional paid in capital			200,000				(294,398	)
Preferred Stock B			–				1,000
Common share			(173,440	)			293,398
Net cash provided by financing activities			98,260				66,365
							–
Net increase in cash			(229	)			2,207
Cash, beginning of period			2,207				–
Cash, end of period		$	1,977			$	2,207

 

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

 

 

 

 

SPORTSQUEST, INC.

NOTES TO DECEMBER 31, 2023, AND 2022

CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1 – Organization and Operations

 

Sportsquest Inc., a Delaware corporation, (the “Company”) was formed under the laws of the State of Delaware on April 3, 1986. Office address is located at 500 S Australian Ave, 600 West Palm Beach FI 33401 USA.

 

The Sportsquest business was created to 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. SportsQuest was incorporated in 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. SportsQuest trades on the Pink Sheets under “SPQS.PK”. SportsQuest holds significant value in content media and is refocusing is business model. 

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Principle of consolidation

 

The accompanying consolidated financial statements include only the accounts of the parent company as of December 31, 2023 and 2022. 

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

 

(i)

Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

 Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

 

 

 

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. 

 

To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

 

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from five (5) years for computer equipment to seven (7) years for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. As of December 31, 2023 and 2022 the company has no investment in Property and equipment

 

 

 

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.

 

The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Revenue Recognition

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned.

 

 

 

 

The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

The Company derives its revenues from sales contracts with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

 

A right of return exists for customers’ retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement date, the customer is entitled to a refund, except for services already provided.

 

Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

 

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

 

The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at December 31, 2023 and 2022.

 

 

 

 

Earnings per Share

 

Earnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

  

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.

 

Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

 

There were no potentially debt or equity instruments issued and outstanding at any time during the years ended December 31, 2023 and 2022.

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued and has determined to disclose the underlisted events As of December 31, 2023, there are no subsequent events to disclose.

 

 

 

 

ITEM 14.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

There has never been any disagreement with any independent registered public accounting firm that has worked for the Company regarding accounting and financial disclosure.

 

ITEM 15.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(a) Financial Statements appearing in Item 13 above:

 

•     Unaudited financial statements for the six months ended June 30, 2024

•     Audited financial statements for the years ended December 31, 2023, and 2022

 

(b) Exhibits

 

			Incorporated by Reference
Exhibit No.	Description	Filed Herewith (*)	Filing Type	Date Filed
3.1	Articles of Incorporation	*
3.2	Bylaws	*
4.1	Series A & B Certificates of Designation	*
10.1	Form of Convertible Note	*
10.2	Affiliate Agreement with BAI	*

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SportsQuest, Inc.

 

By: /s/ Irina Veselinovic

Name: Irina Veselinovic

Title: Chief Executive Officer

Date: February 11, 2025

 

 

 

Signature		Title		Date
/s/ Irina Veselinovic Irina Veselinovic		Interim Chief Executive Officer (Principal Executive Officer)		February 11, 2025
/s/ Irina Veselinovic Irina Veselinovic		Interim Chief Financial Officer (Principal Accounting/Financial Officer)		February 11, 2025
/s/ Zoran Cvetojevic Zoran Cvetojevic		Chairman of the Board		February 11, 2025
/s/ Dr. Sci Sanja Pekovic Dr. Sci Sanja Pekovic		Independent Director		February 11, 2025
/s/ Alexander Sentic Alexander Sentic		Independent Director		February 11, 2025

 

 

 

 

 

Exhibit 3.1

 

 

716 - 774 - 0108 p' STATE OF DELAWARE CE.R.'I - .IFICA FC>R "R.EN'EW..AL I> REVIVAL OF CHARTER. 'The corporation organjzed u . nde .. - t . hc laws c, f" the Sta - ni : <>t' I>elawarc . t : he charter or which vvas voided fr'>r non - p . a . ent o : f" taXCS and . for for : Ollih . 111 : - e to file a complct : c annual .. - cpor 1 : , ncr, ;: v des : b ; ,es p u . re a rest . oration - al anredvival of"its charter : - pursuant f : oSQC - 1 : ion 3 T 2 or the General C - orporal . ion l ... ,a : ' . V of" the Stntc ot Delaware . and hereby c : CTtifie, ;. as Follows, L 2. The Registered. Office olthe corpo.. - a.tion in the SU>.= of" }a' .vare is 1o - ca.ted a"t ., , (s,.:r - ..::et), Coun - ty of (Y,; , r / C,,;; :s “ /,: J in - che City of Zip Code q The: name of the Rcgist:ered Agenl at such address upon whom process ag - ainst: this Corp,orat:ion may be served is,_.=:Z::b,c .. .3. Thedate oFfiling o'l'"tl'.le Corpo ion s origina,.l Certificate o - f""Inco - r - pc,, ion in Dcla.vvare ,...,a,s ------ 'L/ - cac.J.'..LE..t<e.L. 4. Th.e. - encwa.r. a:nd revival of"the churter ofthis corpo tion is to beperpctuaL :5_ "T"he co... - p,c>r - 8·t.ie>n ,..,.as du.ly organized aod ca., - ricd on t_hc - hu.sir:iess: authorized by it.., charter u.ctil t;bc - S..,... . day of C'C).,q c.....f - : - , A - D a - twhich time its char<.er became inoperative and - .. - oid f"""or non - _pe.yrnent of: t:axcs and/or :f""'.Dilu.re t - o file a. complete annual report and the cert:ificau: f'or ren.ewa.1 and revival ls filed by au - thority of' t:he duly elec - d dir - ecno - rs - of th.ce corpor,dcion in accordance with the laws of"th - c State or Delaware_

STATE OF I>ELAWARE CERTIFICATE OF NI>1'><1:ENT C>FCERTIFICATE C>FINCC>IRPORAT'I<>N Tb.e cc:,,xpoxation zed .and existing u:nder and by virtue of the General Corporati,on. Law of the Suu:e of I:>elawa does .hexeby certify; FIR.ST: "Tb.at at a llileet:ing of the Board o:f" Direct:ons of SPOR SQUEST, INC_ l'eSOlu.ttons we. - e duly adopted setting forth a prop,cosed a..,:nendzne:n.t of the Cerl:ificat:e of L - c:::...:npow:ntion . of said <.:01).KM:ation, . dec::lari:ng said BJ:nen.dmen.t to be advisable nnd. ca.llin.g a meeting of the. sk.x:kholders of said c01Cpoxation for cons:ider.ation t:bereof_ 'The resolution. setting £os,:h Che proposed. a. e;nt is asfo s= R.ESOLVED. that the u::a.te ofInooq;K>J::ation o:f' th.is corporation be au:.ended. by c:h.a.ngiug the Article thel:eof" nuID.beced FOURTH - S<> tba as said A'l:'t:icte shall be and :read as follows= Th - =gg=egate - urnbe= of sha=es thoa Co:rporatio sh..a.11 ha - e the a th rity to iss e is fi - e bi111= CS.000,000,000} sb.,a_res of counn.o stock pa= ai e $0.0001 a.r:Ld = e i11ie>r.1. t - - =o h tl.r - ed tho s.;m.d (1,200,000)sh.a..re s of preferred st ck par - i e $0.0001 SECO.ND: 'Tb.at: tbe:l:ea:fter, pursuant to resolucion of its Board of DUectcw.s.. a. special :aneeting of the s:ttx:::lcho'ldeX's of said crnj.>C.Mation . - was duly called and held upon_ notice in accordance with Secti<>n 222 o,f the <Jener:al C<nporati<ni Law of the State of law.are at which 6ng the ,u,ec s:ery number of sh.ares as i: - equired by staeu.te wea'.e "Voted. in. favor of l:he a.u:.endme:nt. THIRD: 'Tb.al: - .id aIDendzo:eut was duly adopted in. .acccn:dance wit.b che P,:ovision.s of Section 242 of t:he Cie I c::'.orpoz:ation 1 - a.w <>fdie State of J:>etaware_ IN WI"'I'"NE.._,qs w.IER"E<)IF - .id. Corp,o,:""at:io:n ha.& c:ausccl. this certif"":RCa.t:e b:> be signed thjs 25th day 0 Feb= - ua.=y 20

Exhibit 3.2

 

 

 

 

BYLAWS

 

OF

 

SPORTSQUEST, INC.

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

		Page
ARTICLE I - CORPORATE OFFICES		1
1.1	Registered Office	1
1.2	Other Offices	1
ARTICLE II - MEETINGS OF STOCKHOLDERS		1
2.1	Place Of Meetings	1
2.2	Annual Meeting	1
2.3	Special Meeting	1
2.4	Notice Of Stockholders’ Meetings	2
2.5	Manner Of Giving Notice; Affidavit Of Notice	2
2.6	Quorum	2
2.7	Adjourned Meeting; Notice	2
2.8	Organization; Conduct of Business	2
2.9	Voting	3
2.1	Waiver Of Notice	3
2.11	Stockholder Action By Written Consent Without A Meeting	3
2.12	Record Date For Stockholder Notice; Voting; Giving Consents	4
2.13	Proxies	4
ARTICLE III - DIRECTORS		4
3.1	Powers	4
3.2	Number Of Directors	5
3.3	Election, Qualification And Term Of Office Of Directors	5
3.4	Resignation And Vacancies	5
3.5	Place Of Meetings; Meetings By Telephone	6
3.6	Regular Meetings	6
3.7	Special Meetings; Notice	6
3.8	Quorum	6
3.9	Waiver Of Notice	6
3.1	Board Action By Written Consent Without A Meeting	7
3.11	Fees And Compensation Of Directors	7
3.12	Approval Of Loans To Officers	7
3.13	Removal Of Directors	7
3.14	Chairman Of The Board Of Directors	7
ARTICLE IV - COMMITTEES		8
4.1	Committees Of Directors	8
4.2	Committee Minutes	8
4.3	Meetings And Action Of Committees	8

 

 

 

 

TABLE OF CONTENTS
(continued)

 

		Page
ARTICLE V - OFFICERS		8
5.1	Officers	8
5.2	Appointment Of Officers	8
5.3	Subordinate Officers	9
5.4	Removal And Resignation Of Officers	9
5.5	Vacancies In Offices	9
5.6	Chief Executive Officer	9
5.7	President	9
5.8	Vice Presidents	9
5.9	Secretary	10
5.10	Chief Financial Officer	10
5.11	Representation Of Shares Of Other Corporations	10
5.12	Authority And Duties Of Officers	10
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS		11
6.1	Indemnification Of Directors And Officers	11
6.2	Indemnification Of Others	11
6.3	Payment Of Expenses In Advance	11
6.4	Indemnity Not Exclusive	11
6.5	Insurance	11
6.6	Conflicts	12
ARTICLE VII - RECORDS AND REPORTS		12
7.1	Maintenance And Inspection Of Records	12
7.2	Inspection By Directors	12
ARTICLE VIII - GENERAL MATTERS		13
8.1	Checks	13
8.2	Execution Of Corporate Contracts And Instruments	13
8.3	Stock Certificates; Partly Paid Shares	13
8.4	Special Designation On Certificates	13
8.5	Lost Certificates	14
8.6	Construction; Definitions	14
8.7	Dividends	14
8.8	Fiscal Year	14
8.9	Seal	14
8.10	Transfer Of Stock	14
8.11	Stock Transfer Agreements	14
8.12	Registered Stockholders	15
8.13	Facsimile Signature	15
ARTICLE IX - AMENDMENTS		15

 

 

 

BYLAWS

 

OF

 
SPORTSQUEST, INC.

 
ARTICLE I

 

CORPORATE OFFICES

 

1.1 Registered Office.

 

The registered office of the corporation shall be in the City of Newark, County of New Castle, State of Delaware.

 

1.2 Other Offices.

 

The Board of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

 

ARTICLE II

 

MEETINGS OF STOCKHOLDERS

 

2.1 Place Of Meetings.

 

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporation.

 

2.2 Annual Meeting.

 

The annual meeting of stockholders shall be held on such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors each year. At the meeting, directors shall be elected and any other proper business may be transacted.

 

2.3 Special Meeting.

 

A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent of the votes at that meeting.

 

If a special meeting is called by any person or persons other than the Board of Directors, the president or the chairman of the board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

 

 

 

 

2.4 Notice Of Stockholders’ Meetings.

 

All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called.

 

2.5 Manner Of Giving Notice; Affidavit Of Notice.

 

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic mail or other electronic transmission, in the manner provided in Section 232 of the Delaware General Corporation Law. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

 

2.6 Quorum.

 

The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have power to adjourn the meeting to another place (if any), date or time.

 

2.7 Adjourned Meeting; Notice.

 

When a meeting is adjourned to another place (if any), date or time, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place (if any), thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or a new record date is affixed for the adjourned meeting, notice of the place (if any), date and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

 

2.8 Organization; Conduct of Business.

 

(a) Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the Secretary of the Corporation, the Secretary of the meeting shall be such person as the Chairman of the meeting appoints.

 

(b) The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business. The date and time of opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

 

 

 

 

2.9 Voting.

 

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

 

Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

 

2.10 Waiver Of Notice.

 

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws.

 

2.11 Stockholder Action By Written Consent Without A Meeting.

 

Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and (ii) delivered to the Corporation in accordance with Section 228(a) of the Delaware General Corporation Law.

 

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in this Section. A telegram,

 

cablegram, electronic mail or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law.

 

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

 

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing (including by electronic mail or other electronic transmission as permitted by law). If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

 

 

 

 

2.12 Record Date For Stockholder Notice; Voting; Giving Consents.

 

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If the Board of Directors does not so fix a record date:

 

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

 

(b) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent (including consent by electronic mail or other electronic transmission as permitted by law) is delivered to the corporation.

 

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, if such adjournment is for thirty (30) days or less; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

2.13 Proxies.

 

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by an instrument in writing or by an electronic transmission permitted by law filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.

 

ARTICLE III

 

DIRECTORS

 

3.1 Powers.

 

Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

 

 

 

 

3.2 Number Of Directors.

 

Upon the adoption of these bylaws, the number of directors constituting the entire Board of Directors shall be two (2). Thereafter, this number may be changed by a resolution of the Board of Directors or of the stockholders, subject to Section 3.4 of these Bylaws. No reduction of the authorized number of directors shall have the effect of removing any director before such director’s term of office expires.

 

3.3 Election, Qualification And Term Of Office Of Directors.

 

Except as provided in Section 3.4 of these Bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

 

Elections of directors need not be by written ballot.

 

3.4 Resignation And Vacancies.

 

Any director may resign at any time upon written notice to the attention of the Secretary of the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

 

Unless otherwise provided in the certificate of incorporation or these Bylaws:

 

(a)Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

 

(b)Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

 

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware.

 

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

 

 

 

 

3.5 Place Of Meetings; Meetings By Telephone.

 

The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

 

Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

 

3.6 Regular Meetings.

 

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

 

3.7 Special Meetings; Notice.

 

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors.

 

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally by facsimile, by electronic transmission, by telephone or by telegram, it shall be delivered at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

 

3.8 Quorum.

 

At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

 

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

 

3.9Waiver Of Notice.

 

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws.

 

 

 

 

3.10 Board Action By Written Consent Without A Meeting.

 

Unless otherwise restricted by the certificate of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

 

3.11 Fees And Compensation Of Directors.

 

Unless otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

3.12 Approval Of Loans To Officers.

 

The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

 

3.13 Removal Of Directors.

 

Unless otherwise restricted by statute, by the certificate of incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that if the stockholders of the corporation are entitled to cumulative voting, if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.

 

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

 

3.14 Chairman Of The Board Of Directors.

 

The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board of Directors who shall not be considered an officer of the corporation.

 

 

 

 

ARTICLE IV

 

COMMITTEES

 

4.1 Committees Of Directors.

 

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporate Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the corporation.

 

4.2 Committee Minutes.

 

Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

 

4.3 Meetings And Action Of Committees.

 

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting) of these Bylaws, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

 

ARTICLE V

 

OFFICERS

 

5.1 Officers.

 

The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chief executive officer, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any number of offices may be held by the same person.

 

5.2 Appointment Of Officers.

 

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these Bylaws, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

 

 

 

 

5.3 Subordinate Officers.

 

The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

 

5.4 Removal And Resignation Of Officers.

 

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom the power of removal is conferred by the Board of Directors.

 

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

 

5.5 Vacancies In Offices.

 

Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

 

5.6 Chief Executive Officer.

 

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if any, the chief executive officer of the corporation (if such an officer is appointed) shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

 

5.7 President.

 

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shall have general supervision, direction, and control of the business and other officers of the corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

 

5.8 Vice Presidents.

 

In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the president or the chairman of the board.

 

 

 

 

5.9 Secretary.

 

The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

 

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

 

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

 

5.10 Chief Financial Officer.

 

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

 

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.

 

5.11 Representation Of Shares Of Other Corporations.

 

The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board of Directors or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

 

5.12 Authority And Duties Of Officers.

 

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

 

 

 

 

ARTICLE VI

 

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

 

6.1 Indemnification Of Directors And Officers.

 

The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (a) who is or was a director or officer of the corporation, (b) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

 

6.2 Indemnification Of Others.

 

The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the corporation, (b) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

 

6.3 Payment Of Expenses In Advance.

 

Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

 

6.4 Indemnity Not Exclusive.

 

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the certificate of incorporation

 

6.5 Insurance.

 

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware.

 

 

 

 

6.6 Conflicts.

 

No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

 

(a) That it would be inconsistent with a provision of the certificate of incorporation, these Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

 

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

 

ARTICLE VII

 

RECORDS AND REPORTS

 

7.1 Maintenance And Inspection Of Records.

 

The corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other records.

 

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

 

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in each such stockholder’s name, shall be open to the examination of any such stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law. The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

 

7.2 Inspection By Directors.

 

Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

 

 

 

 

ARTICLE VIII

 

GENERAL MATTERS

 

8.1 Checks.

 

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

 

8.2 Execution Of Corporate Contracts And Instruments.

 

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

 

8.3 Stock Certificates; Partly Paid Shares.

 

The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

 

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

 

8.4 Special Designation On Certificates.

 

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

 

 

 

 

8.5 Lost Certificates.

 

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

 

8.6 Construction; Definitions.

 

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

 

8.7 Dividends.

 

The directors of the corporation, subject to any restrictions contained in (a) the General Corporation Law of Delaware or (b) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

 

The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

 

8.8 Fiscal Year.

 

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

 

8.9 Seal.

 

The corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

 

8.10 Transfer Of Stock.

 

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

 

8.11 Stock Transfer Agreements.

 

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

 

 

 

 

8.12 Registered Stockholders.

 

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

 

8.13 Facsimile Signature.

 

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

 

ARTICLE IX
AMENDMENTS

 

The Bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4.1

 

RESTATED

 

Certificate of Designation
Preferred Stock Class:
Series B
SPORTSQUEST, INC.

 

Pursuant to Title 8, Section 242 of the Delaware State Code

 

SPORTSQUEST, INC, a corporation organized and existing under the General Corporation Law of the State of Delaware, (the "Company").

 

DOES HEREBY CERTIFY:

 

That, the Board of Directors of the Company (the "Board of Directors" or the "Board"), pursuant to the authority of the Board of Directors as required by the Delaware Revised Statutes, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes the creation of preferred shares in the Company authorized at 1,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), and hereby states the designation and number of shares, and fixes the relative rights, preferences , privileges, powers and restrictions thereof, as follows:

 

I. DESIGNATION AND AMOUNT

 

The designation of this series consists of one million (1,000,000) shares of Preferred Stock and is the Series B Preferred Stock (the 'Series B Preferred Stock").

 

II. CERTAIN DEFINITIONS

 

For purposes of this Certificate of Designation, in addition to the other terms defined herein, the following terms shall have the following meanings:

 

	a.	"Common Stock" means the common stock of the Company, par value $0.001 per share, together with any securities into which the common stock may be reclassified.
	b.	"Corporation" means the collective reference to the Company and its successors in interest.
	c.	"Holder" shall mean the holder or owner of shares or his/her designee or assigns.
	d.	"Securities Exchange" means any one of the New York Stock Exchange, NYSE, AMEX, NASDAQ, OTC Bulletin Board, OTM Markets or any other securities exchange or recognized quotation service in the United States where the Corporation's Common Stock may be traded.
	e.	"Series B Preferred Stock" shall mean the four million five hundred thousand (4,500,000) shares of Series B Preferred Stock authorized for issuance pursuant to the Certificate of Designation.
	f.	"Trading Day" shall mean any day on which the Common Stock is traded for any period on the Securities Exchange or other securities market on which the Common Stock is then being traded.

 

 

 

 

 

III. DIVIDENDS

 

The Holder of Series B Preferred Stock will not be entitled to receive dividends of any kind when, and if, declared by the Board of Directors at their sole discretion.

 

IV. CONVERSION

 

	a.	The Holder of the Series B Preferred Stock shall have the right, from time to time, to convert shares of the Series B Preferred Stock at the conversion ratio of one hundred (100) shares of Common Stock for each single (1) share of Series B Preferred Stock. Shares of Series B Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ration herein prior to the reverse split. The conversion rate of the Series B Preferred Stock would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
	b.	If at any time or times after the issuance of Series B Preferred Stock to the Holder, the Company proposes for any reason to register any shares of its Common Stock for public sale under the Securities Act of 1933, as amended (whether in connection with a public offering of securities by the Company, a secondary offering of securities by stockholders of the Company, or both), the Company will promptly give written notice thereof to the Holder, such notice to include a brief description of the proposed registration and offering including the total proposed size, other anticipated selling shareholders, identity of the underwriter (if any), and anticipated range of offering prices. Within ten (10) days after receipt of such notice, the Holder may elect in writing to include a portion of his Series B Preferred Stock converted into the Company's Common Shares (including all vested options to purchase shares) for sale and registration in such proposed offering, in which case the Company will effect the registration under the Securities Act of 1933 of all such shares (and options) requested by the Holder up to the total number of the Holder's shares (including options). The Company shall not be required to include any shares of the Holder unless the Holder accepts the standard and customary terms of the underwriting as reasonably agreed upon by the Company and the managing underwriter(s) for such offering. The Company will bear all costs associated with the inclusion of the Holder's shares in any offering.

 

V.LIQUIDATION PREFERENCE

 

The Series B Preferred Stock shall have liquidation rights with respect to liquidation preference upon the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary equal to the number of shares of Common Stock as if all Series B Preferred Shares remaining issued and outstanding were converted to Common Stock.

 

VI. VOTING RIGHTS

 

Each share of Series B Preferred Stock shall have one hundred (100) votes for any election or other vote placed before the shareholders of the Company.

 

VII. MISCELLANEOUS

 

a. Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Series B Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (without and bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Series B Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Series B Stock Certificate(s) of like tenor and date. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Series B Preferred Stock Certificate(s) if the Holder contemporaneously requests the Corporation to convert such Series B Preferred Stock.

 

 

 

 

b. Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the Holder of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the Holder thereof) upon the written consent of the Holder.

 

c. Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission or by confirmed email transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile or email transmission, in each case addressed to party.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SPORTSQUEST, INC

 

ACTION BY WRITTEN CONSENT OF SHAREHOLDERS OF SPORTSQUEST, INC.
IN LIEU OF SPECIAL MEETING

 

WHEREAS, pursuant to the applicable statutes and Bylaws of this Corporation, it is deemed desirable and in the best interests of this Corporation that the following actions be taken by the Shareholders or this Corporation pursuant to this Written Consent:

 

NOW, THEREFOR BE IT RESOLVED that the undersigned Shareholders of this Corporation hereby consent to, approve and adopt the following:

 

CREATION OF SERIES B PREFERRED STOCK

 

WHEREAS, the Shareholders deem it in the best interest of the Corporation to create Series B Preferred Shares in the amount of 1,000,000 shares with a Certificate of Designation of the Series B Preferred Stock Pursuant to Title 8 Section 242 of the Delaware State Code to improve the capitalization of the Corporation, and

 

WHEREAS, in accordance with the Delaware Corporations Code and the Corporation's Bylaws, the Corporation may create the Certificate of Designations of the Series B Preferred Stock by the written consent of its Shareholders, and

 

WHEREAS, Mr. Zoran Cvetojevic has served as the Chief Executive Officer of the Corporation with no compensation, and the Shareholders deem it in the best interest of the Corporation to issue the Series B Preferred Shares in exchange for the services rendered.

 

NOW, THEREFORE, BE IT

 

RESOLVED, by written consent of the Shareholders, that pursuant to the provisions of the Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time) which authorizes the creation of preferred shares, the Corporation shall create one million (1,000,000) shares of Series B Preferred Stock, par value $0.001 per share (the "Preferred Stock")), and the authority to create said shares is hereby vested in the Board. The rights of the Series B Preferred Stock may be, and hereby are as stated in the attached Certificate of Designation, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in that Certificate of Designation.

 

RESOLVED, by written consent of the Shareholders, that the Preferred Stock shall be issued, one million (1,000,000) shares to Zoran Cvetojevic as compensation for services as the temporary Chief Executive Officer.

 

GENERAL RESOLUTIONS

 

RESOLVED, that any officer of the Corporation is hereby authorized and directed to take or cause to be taken all such further actions, to cause to be executed and delivered all such further agreements, documents, amendments, requests, reports, certificates, and other instruments, in the name and on behalf of the Corporation, and to take all such further action, as such officer executing the same in his or her discretion may consider necessary or appropriate, in order to carry out the intent and purposes of the foregoing resolutions;

 

FURTHER RESOLVED, that this Consent shall have the same force and effect as a majority vote cast at a special meeting of the Shareholders, duly called, noticed, convened and held in accordance with the law, the Articles of Incorporation, and the Bylaws of the Corporation.

 

 

 

 

This written consent shall be filed in the Minute Book of this Corporation and become part of the records of this Corporation. This written consent may be signed in counterpart and by fax.

 

Dated: December 12, 2022

 

SHAREHOLDERS:

 

Zoran Cvetojevic

 

/s/ Zoran Cvetojevic

 

Numb of Shares: 1,2000,000 Series A Preferred, 75% of the voting rights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

CONVERTIBLE LOAN AGREEMENT

 

THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made as of August 2, 2024. by and between SportsQuest, Inc., a corporation organized under the laws of the State of Delaware, USA, with registered offices located at 500 S Australian Ave., West Palm Beach, FL 33401 (the “Corporation”), and Miro Zecevic, a person, located at 15711 Cedar Grove Ln, Wellington, FL 33414, USA (the “INVESTOR”).

 

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), INVESTOR hereby grants to the Corporation a convertible loan in the principal amount of $5,000 in lawful currency of USA (the “Principal Amount”), which the Corporation hereby acknowledge having received, the whole in accordance with the following terms and conditions:

 

1. Maturity Date – Subject to Sections 3 and 10, unless a conversion under Section 9 or an Event of Default (as defined below) has occurred prior to this time, the Principal Amount, together with any accrued and unpaid interest on such Principal Amount (together, the “Indebtedness”), will be due and payable in full on the Third anniversary of the signature of this Loan Agreement (the “Maturity Date”).

 

2. Origination Fee – No origination fee applies to this loan agreement.

 

3. Interest – Subject to Section 3, the Principal Amount, together with any past due and unpaid interest, will bear an 10.0% interest rate accruing annually, calculated monthly and compounded monthly, from the date hereof until payment in full has been received by INVESTOR, including without limitation before and after maturity, default or judgment.

 

4. Extension – If the Corporation and INVESTOR both agree to do so in writing, the Maturity Date may be extended by a period not to exceed 24 months from the original Maturity Date (the “Extension Period”). In the event that the Maturity Date is so extended, the interest rate shall not be increased.

 

5. Use of Proceeds – The Corporation will use the Principal Amount for the following purposes only: general working capital, on-going development of the Corporation’s core technology, hiring the core team, development of an intellectual property strategy, business development and general corporate development purposes.

 

6. Security – The Corporation’s loan obligations under this Loan Agreement will rank in priority to all other indebtedness of the Corporation.

 

7. Representations and Warranties – To induce INVESTOR to advance the Principal Amount to the Corporation, the Corporation represents and warrants the following to INVESTOR as of the date of this Loan Agreement:

 

(a) the Corporation has been duly incorporated and is validly existing under the (the “Corporation Act”) and has not been discontinued under the Corporation Act or been dissolved and is in good standing with respect to the filing of annual reports with the Director of Industry for the Corporation Act ;

 

(b) the Corporation has all requisite corporate power and capacity to own its property and assets and to carry on its business as now being conducted by it and enter into and deliver this Loan Agreement, and the Investor Rights Agreement dated the date hereof granting INVESTOR preemptive rights (the “Investor Rights Agreement” and together with the Loan Agreement , the “Transaction Documents”), and to perform its obligations under each of these documents;

 

(c) the Corporation has acquired all material licenses, registrations, authorizations, permits, approvals and consents necessary to carry on its business and such licenses, registrations, authorizations, permits, approvals and consents are in good standing, and the Corporation is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on;

 

 

 

 

(d) each of the Transaction Documents, when executed and delivered, will constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles;

 

(e) neither the execution and delivery of the Transaction Documents, compliance with the terms, conditions and provisions of the Transaction Documents, will conflict with, accelerate the terms of or result in a breach of any of the terms, conditions or provisions of:

 

(i) any agreement, instrument or arrangement to which the Corporation is now a party or by which it is or may be bound, or constitute a default thereunder;

 

(ii) any judgment or order, writ, injunction or decree of any court; or

 

(iii) any applicable law, regulation or regulatory policy;

 

(f) this Loan Agreement (and the conversion rights granted therein) complies with all applicable securities laws and INVESTOR will hold all of its rights, title and interest therein (including its conversion rights) free and clear of all pre-emptive rights, hypothecs, mortgages, liens, charges, security interests, adverse claims, pledges and demands whatsoever arising by reason of the acts or omissions of the Corporation, other than the resale restrictions imposed by applicable securities laws; and

 

(g) the capitalization table attached to the conditional funding offer made by INVESTOR and accepted by the Corporation set forth all of the issued and outstanding shares of the capital of the Corporation as well as all issued and outstanding options, warrants, securities and other rights to purchase shares of the capital of the Corporation as of the date hereof.

 

8. The occurrence of any of the following events shall constitute an “Event of Default” under this note:

 

(a) If default occurs in payment when due of any indebtedness and such default continues for a period of 5 days following written notice specifying the same by the INVESTOR;

 

(b) if default occurs in performance of any other material covenant of the Corporation under this Note or Investor Rights Agreement and such default continues for period of 10 days following written notice specifying the same by the INVESTOR;

 

(c) if (i) the Corporation commits an act of bankruptcy or becomes insolvent within the meaning of any bankruptcy or insolvency legislation applicable to it or files an assignment in bankruptcy (ii) a petition or other process for the bankruptcy of the Corporation is filed or instituted and remains undismissed or unstayed for a period of at least 30 days or any relief sought in such proceedings shall occur.

 

Upon the occurrence of any Event of Default, all Indebtedness shall at the option of the INVESTOR and by notice in writing to the Corporation become forthwith due and payable and all of the rights and remedies conferred in respect of the Note shall become immediately enforceable.

 

9. Indemnity and Costs – INVESTOR is relying on the representations, warranties and covenants contained in this Loan Agreement. The Corporation agrees to indemnify and save INVESTOR harmless from and against all losses, damages, costs, or expenses, including legal costs as between a solicitor and his own client, suffered or incurred by INVESTOR as a result of or in connection with any of those representations, warranties or covenants being incorrect or breached. The Corporation will also pay or reimburse the reasonable legal fees, disbursements and out of pocket costs (including any applicable taxes thereon) incurred by or for the account of INVESTOR (i) in connection with the preparation of this Loan Agreement, and the transactions contemplated in this Loan Agreement and (ii) in pursuing its remedies against the Corporation in the event the Corporation defaults on any payment owing under this Loan Agreement.

 

 

 

 

10. Conversion

 

(a) In this Section 9:

 

“Conversion Price” means 0.00001 :

 

(i) in the case of a Significant Financing (defined below), the lower of: (A) the lowest price paid per Significant Financing Security (defined below); and (B) the Capped Price;

 

(ii) in the case of a Change of Control (defined below), the lower of: (A) the price per share of the Corporation based on the valuation given in connection with the event triggering the Change of Control; and (B) the Capped Price;

 

(iii) in the case of a Discretionary Conversion (defined below), the lower of: (A) the price per share of the Corporation paid to the Corporation for Securities (defined below) at the last external financing (i.e. a financing where such Securities were issued which includes investors other than the current directors, officers and employees of the Corporation) completed after the date of this Loan Agreement; and (B) the Capped Price, however where no external financing has occurred after the date of this Loan Agreement, the price will be the Capped Price;

 

“Capped Price” means the pre-money price per share of the Corporation, which is capped at Two Hundred and Twenty-Five Thousand Dollars ($2212,000).

 

“Discount” means a discount of 0% to the Conversion Price.

 

(b) The Indebtedness may be converted at INVESTOR’s option upon any of the following events (each a “Potential Conversion Event”) and on the terms set out in this Section 9:

 

(i) If the Corporation completes a private placement of equity securities of the Corporation (such securities or units of securities are referred to as the “Significant Financing Securities”) for gross proceeds of at least $500,000 (which does not include any Indebtedness converted pursuant to this Loan Agreement) (a “Significant Financing”) then unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Significant Financing all of the Indebtedness will be automatically and concurrently converted into Significant Financing Securities at a price equal to the applicable Conversion Price less the Discount and otherwise on the same terms and conditions as the investors under the Significant Financing.

 

(ii) Upon an amalgamation, merger or reorganization of the Corporation, a Sale of Control, initial public offering of equity securities of the Corporation or a sale of all or substantially all of the Corporation’s assets or undertaking, other than as part of an internal amalgamation, merger or reorganization which does not involve persons who are not shareholders or wholly owned subsidiaries of the Corporation (each a “Change of Control”), unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Change of Control all of the Indebtedness will be automatically and concurrently converted into the highest ranking equity securities of the Corporation outstanding immediately prior to the Change of Control (the “Change of Control Securities”), at a price equal to the applicable Conversion Price less the Discount, where “Sale of Control” means any event after which a person, together with his or its “associates” and “affiliates” (as defined in the Canada Business Corporations Act), holds, directly or indirectly, legally or beneficially, shares of the Corporation carrying more than 50% of the votes capable of being cast at a general meeting of the shareholders of the Corporation.

 

 

 

 

(c) The Indebtedness may also be converted at INVESTOR’s sole option on the terms set out in this Section 9 if at any time prior to the Maturity Date, INVESTOR has provided the Corporation with written notice that it wishes to convert its Indebtedness into equity securities (a “Discretionary Conversion”), then on the date specified in such notice (which must not be beyond the Maturity Date) (the “Discretionary Conversion Date”) all of the Indebtedness will be automatically converted into the highest ranking equity securities of the Corporation outstanding at the Discretionary Conversion Date (the “Securities”), at a price equal to the applicable Conversion Price less the Discount.

 

(d) The Corporation shall provide INVESTOR with notice of any Potential Conversion Event at least 15 business days prior to the closing of such Potential Conversion Event. Upon receipt of such notice, INVESTOR shall have 12 business days to notify the Corporation in writing if it does not wish to convert the Indebtedness. In the event INVESTOR delivers such notice to the Corporation as set out above the Corporation will have the right to either keep the Loan outstanding in its current form, or prepay the Loan as set out in Section 10.

 

(e) Upon conversion of the Indebtedness, the Corporation will promptly deliver to INVESTOR a certificate representing the Significant Financing Securities, Change of Control Securities or Securities, as applicable, and, in the case of a Significant Financing or Change of Control, such other documents as purchasers under the Significant Financing or Change of Control, as applicable, are entitled to receive in connection therewith including, but not limited to, an opinion of counsel satisfactory to INVESTOR, acting reasonably, to the effect that such securities are duly and validly issued, fully paid and non-assessable, free from pre-emptive rights, and issued in compliance with applicable securities laws. The Corporation will cover all legal fees associated with such conversion including but not limited to the reasonable legal fees of INVESTOR.

 

(f) In the case of a Significant Financing, conversion shall be mandatory in the case that INVESTOR is a participating investor in the Significant Financing.

 

(g) No fractional securities shall be issued and if the conversion provided for in this Section 9 would result in INVESTOR being entitled to receive a fraction of a security, the Corporation shall instead issue upon the conversion the next lesser whole number of securities.

 

(h) Notwithstanding anything to the contrary:

 

(i) unless INVESTOR has notified the Corporation that it does not wish to convert its Indebtedness, upon the issuance of the Significant Financing Securities or the Change of Control Securities to INVESTOR pursuant to Subsection 9(b), INVESTOR shall be treated for all purposes as the record holder of such securities as of the date of the closing of the Significant Financing or Change of Control, as applicable; and

 

(ii) in the case of a Discretionary Conversion, upon the issuance of the Securities to INVESTOR pursuant to Subsection 9(c), INVESTOR shall be treated for all purposes as the record holder of such securities as of the Discretionary Conversion Date,

 

and in each case this Loan Agreement shall be deemed to be cancelled and the Corporation shall have no further obligation to pay INVESTOR under this Loan Agreement.

 

11. Prepayment – Except as otherwise set out in this Section 10, the Corporation does not have the right to prepay the Indebtedness without the prior written consent of INVESTOR. If, upon a Potential Conversion Event, INVESTOR does not convert the Indebtedness, the Corporation may, concurrent with the closing of the Potential Conversion Event, choose, in its sole discretion, to prepay all Indebtedness owing under this Loan Agreement on the date of the Conversion Event. In the event the Indebtedness is not prepaid as set out above, it will remain in full force and effect on the terms set out herein.

 

 

 

 

12. INVESTOR’s Non-Waiver of Rights – Failure of INVESTOR to enforce any of its rights or remedies under this Loan Agreement will not constitute a waiver of the rights of INVESTOR to later enforce such rights and remedies. No waiver will be effective unless it is in writing and specifically references the provision in this Loan Agreement to which such waiver relates.

 

13. Corporation’s Waiver – The Corporation waives demand and presentment for payment, notice of non-payment, protest and notice of protest of this Loan Agreement.

 

14. Time of the Essence – Time will be of the essence in this Loan Agreement and no extension or variation of this Loan Agreement will operate as a waiver of this provision.

 

15. Enurement – This Loan Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns; it being understood and agreed that the Corporation shall not have the right to assign this Loan Agreement, nor any of its rights or obligations hereunder, without the prior written consent of INVESTOR, acting in its sole discretion.

 

16. Governing Law – This Loan Agreement (and any transactions, documents, instruments or other agreements contemplated in this Loan Agreement) will be construed and governed exclusively by the laws in force in Florida and the laws of the United States applicable therein, and the courts of Florida will have exclusive jurisdiction to hear and determine all disputes arising hereunder. The undersigned irrevocably attorns to the jurisdiction of said courts and consents to the commencement of proceedings in such courts. This provision will not, however, be construed to impair the rights of INVESTOR to enforce a judgment or award outside said province, including the right to record and enforce a judgment or award in any other jurisdiction.

 

17. Severability – If any provision of this Loan Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction from which no further appeal lies or is taken, that provision will be deemed to be severed from this Loan Agreement, and the remaining provisions of this Loan Agreement will not be affected because of that and will remain valid and enforceable.

 

18. Further Acts – Each of the parties shall at the request of the other party, and at the expense of the Corporation, execute and deliver any further documents and do all acts and things as that party may reasonably require in order to carry out the true intent and meaning of this Loan Agreement.

 

19. Amendments – No term or provision hereof may be amended except by an instrument in writing signed by all of the parties to this Loan Agreement.

 

20. Counterparts – This Loan Agreement may be executed in counterpart and such counterparts together will constitute a single instrument. Delivery of an executed counterpart of this Loan Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (“.pdf”), will be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Loan Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.

 

IN WITNESS WHEREOF the undersigned have executed and delivered this Loan Agreement as of August 2, 2024.

 

SPORTSQUEST, INC.
/s/ Zoran Cvetojevic		/s/ Miro Zecevic
Zoran Cvetojevic, Chairman		Miro Zecevic

 

 

 

 

 

Exhibit 10.2

 

AFFILIATE AGREEMENT

 

This Affiliate Agreement (“Agreement”) is between American Business Alliance, Inc., DBA Business Alliance (“Company”), and _Zoran Cvetojevic, SportsQuest, Inc. , the undersigned affiliate (“Affiliate”). Company is engaged in the business of consulting with and or representing franchisors in connection with the sale of their franchises or resales of their existing franchises. Company and its affiliates work with potential franchisees and provide them with information to help them determine what type of franchise and which franchisors might be most suitable for them. In consideration of the promises made and intending to be legally bound, Company and Affiliate agree as follows:

 

1.01	Company grants Affiliate the non-exclusive right to refer to the general public new franchise opportunities or resales from Company’s inventory of franchise offerings (the “Company Inventory”) developed through Company’s representation agreements with franchisors and business partners (each, a “Seller”).
1.02	The initial term of this Agreement is three years from the date of this Agreement with automatic renewal as described below, unless terminated earlier under the provisions of this Agreement.
	If Affiliate is not then in default under this Agreement, then upon expiration of the initial term, the term of this Agreement will automatically renew for additional successive three-year terms unless either party provides written notice of non-renewal to the other party at least 60 days prior to the end of the then-current term. If either party provides timely notice of its intent not to renew this Agreement, then, unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the then-current term.
	During the initial term and any renewal term, Company may condition renewal on the parties signing Company’s then-current affiliate agreement (which may vary in material ways from this Agreement, including new required training) by providing written notice of the condition to Affiliate at least 60 days prior to the end of the then-current term. If such notice is timely, unless terminated earlier under the provisions of this Agreement, this Agreement will terminate on the expiration of the then-current term; and the relationship between Company and Affiliate will thereafter continue only under the terms of, and only if Affiliate has signed, Company’s then-current affiliate agreement.
1.03	Affiliate is free to operate its business nationally and internationally without geographic restraints from Company. Affiliate’s rights under this Agreement are non-exclusive and Company reserves the right to grant others the same rights as Affiliate everywhere.
1.04	While this Agreement is in effect, Affiliate shall not work for, join, or be a member of any other franchise brokerage organization, or any company that provides franchise brokerage services or any similar services competitive with Company’s business. Affiliate may enter into an independent commission agreement directly with a franchise system that is not part the Company Inventory, upon giving Company written notice with the name of the franchisor.
1.05	Upon any successful franchise sale resulting from Affiliate’s referral to a Seller, Affiliate will send completed BAI Invoice Form to Seller (franchise company). Affiliate will either be paid directly by the Seller in the form of a commission, or Company will be paid the commission, at Company’s discretion, and as specified in the applicable representation/referral agreement between Company and the Seller. Normally, all commissions, referral fees, residual payments, bonuses, and royalties (collectively, “Commissions”) are payable to Company by the applicable Seller. If a Seller pays Affiliate’s Commissions directly to Company, Company hereby assigns to Affiliate its right to 90% of such Commissions and shall forward 90% of such Commissions directly to Affiliate within 24 hours that payment is received (cleared at Company bank) by Company. If Affiliate refers a person to a Seller in the current Company Inventory and the referral results in a sale, Affiliate must inform the Seller that Affiliate is invoicing the sale through Company.

 

A.

At Company’s discretion, a Seller may pay Affiliate’s Commissions directly to Affiliate, in which case upon receipt of any such Commission payment, Affiliate agrees to forward to Company an amount equal to 10% of the Commission received. Payment must be received by Company within 10 business days of receipt by Affiliate. After the Seller pays Affiliate 90% of the Commission and pays 10% of the Commission to Company, neither Affiliate nor Company shall have any further obligation to remit to each other any other payments related to that particular franchise sale.

 

 

 

 

	B.	Commissions will decrease to 5% to the Company and increase to 95% to the Affiliate when the Affiliate has either eight (8) paid invoices or received $250,000 in total referral commissions to Company, whichever is reached first. This new split will continue for the term and any renewal term of this Agreement.
	C.	Pass-Through Commissions will be awarded to Affiliate who receives Commissions over $250,000 during a calendar year, January through December. During this time, upon Commission cap of $250,000 being received, 100% of received Commissions will be paid to Affiliate by Company. This Pass-Through is reset each January.

 

	Commissions are paid solely by Sellers. Subject to Company’s obligation to remit part of Commission payments due to the Affiliate pursuant to this Agreement upon receipt of such payments by Company, Company shall not be liable to Affiliate if a Seller fails to make a required Commission payment. In the event of the failure of a Seller to pay a Commission to Affiliate or Company pursuant to a representation agreement, Company may take such action as it deems appropriate, on its own behalf and on behalf of Affiliate, to recover such Commissions from the Seller or, in the alternative and at the election of Affiliate, assign to Affiliate its rights and interest under the representation contract to collect the unpaid Commissions. Neither Company nor Affiliate is responsible to the other for the errors and omissions of Sellers.
1.06	Affiliate will make periodic reports to Company on all its franchise sales, including name of Seller, name of purchaser, amount of initial franchise fee, date of sale, and such other information as Company may require. Reports will be made in such form, manner and time as Company directs.
1.07	Affiliate is responsible for and will pay all of its expenses incurred in performance of its obligations under this Agreement, including the generation of leads, and shall not represent that Company is in any way liable or responsible for such expenses. This Agreement shall not be construed as giving Affiliate any authority to ask for or charge such expenses on behalf of Company.
1.08	Affiliate will learn about and comply with all applicable federal, state, and local laws, ordinances, rules, regulations, standards, and interpretations thereof (“Laws”), including those related to franchise registration and disclosure. Affiliate will save and hold harmless Company and its officers, directors, and employees, against all claims, demands, actions, damages, costs, and liabilities of any kind (including reasonable attorney fees), arising directly or indirectly out of or in connection within Affiliate’s failure to comply with all Laws.
1.09	Affiliate may describe its relationship with Company only as a “Business Alliance Registered Franchise Consultant” or as “an Affiliate of Business Alliance”, and may use the Company trademark “Registered Franchise Consultants” to describe our network of affiliates; but only upon completion of the training described in Section 1.12.A. Affiliate will not permit the public to confuse it with Company, and will prominently state and show to the public that it is “independently owned and operated.” Affiliate will use its own trade name, and will not permit its business to be substantially associated with Company’s trademarks. Affiliate will not use Company’s trademarks as part of its trade name or its legal business name.
1.10	This Agreement is applicable only to Affiliate, and may be sold, transferred, or assigned to another party only with the express written approval of the Company, which approval shall not be unreasonably withheld. Any approved sale, transfer or assignment will be subject to Affiliate or its transferee paying to Company a transfer fee not to exceed five percent (5%) of the cost of Company’s then-current initial affiliate fee, and a training fee not to exceed twenty five percent (25%) of the cost of Company’s then-current initial affiliate fee.
1.11	Upon Affiliate’s execution of this Agreement and its acceptance by Company, Affiliate agrees to pay to Company the non-refundable initial affiliate fee of twenty-three thousand nine hundred dollars ($23,900) payable in two installments as specified in Section 1.12 for the rights granted in this Agreement.

 

 

 

 

1.12

Affiliate shall pay to Company the sum of two thousand dollars ($2,000) to reserve a space in the training session noted below. Before the start of the training session, Affiliate will pay the balance due of twenty-one thousand nine hundred dollars ($21,900) in the form of a cashier’s check payable to Company (or wire transfer or other payment method acceptable to Company).

 

	A.	Company will provide Phase One Virtual training consisting of ten (10) hours of video conferencing along with potential homework and preparation time before each session. This will be conducted in five 2-hour sessions or four 2 1/2-hour sessions. Affiliate must attend this training, which is conducted by Company for the purpose of instructing Affiliate on Company’s products, systems, procedures, and guidelines. The training session will be scheduled virtually with a designated video conferencing platform upon receipt of the deposit.
	B.	Upon completion of the Phase One Virtual training session, Company will provide Affiliate with access to the password protected affiliate intranet site that includes franchise listings, training material, operations, and supporting technical and optional marketing program. Company will also provide optional advertising and promotional material.
	C.	Company will supply Affiliate with its current list of approved Sellers. Affiliate will be included by reference in the representation agreement in place between Company and Seller.
	D.	After the initial training, Company will supply Affiliate with ongoing support as Company reasonably determines to be appropriate.

 

1.13	Affiliate agrees to the following:

 

	A.	Affiliate will use its best efforts to identify leads and make successful referrals to Sellers. Affiliate will not violate any standards of conduct outlined in The Business Alliance Business Portfolio, code of conduct, and operations, as either may be subsequently amended.
	B.	When working with prospective franchisees, Affiliate will comply with all Laws, including the FTC Franchise Rule and state franchise laws, and any additional requirements required by an applicable Seller.
	C.	Affiliate will not at any time or in any manner disclose to any person, firm, or corporation any confidential or trade secret information concerning any matter affecting or relating to the business of Company (“Confidential Information”). Such Confidential Information includes, but is not limited to, competitive expertise, methods, procedures, techniques, documentation, training and operations manuals, directives, systems, information, specifications, trade secrets, customer data, materials connected with the operation and promotion of Company’s business, and any other technical and marketing programs furnished by Company to Affiliate, in whatever media. Affiliate hereby agrees to keep as confidential and not use, copy or distribute except as authorized in this Agreement all Confidential Information provided by Company or its affiliates, both during the term of this Agreement and thereafter for such time as such matters remain confidential to either party or not in the public domain. Affiliate acknowledges that any breach of the terms of this Section 1.12.C will be a material breach of this Agreement. This confidentiality obligation applies to business associates or family members of Affiliate who are working with or for Affiliate in the business as an affiliate of Company and have access to Company confidential information, and Affiliate shall impose similar confidentiality obligations on such persons in a form approved by Company.
	D.	Affiliate agrees that in addition to all other rights and remedies available to Company, Company will have the right to obtain temporary and permanent injunctive relief without the necessity of posting a bond.

 

 

 

 

	E.	Affiliate must make at least one referral that results in a closed sale of a franchise with a Seller in every one hundred eighty (180) day period, with the exception of the first twelve months after completion of training. If Affiliate fails to meet this minimum referral requirement, Company may in its discretion terminate this Agreement or place Affiliate on inactive status. Inactive status removes Affiliate from Company mailing lists, notifications, and Company intranet and extranet access, but does not result in the termination of this Agreement. Company may terminate this Agreement at any time Affiliate is in inactive status.
		If Affiliate is moved to inactive status, Affiliate has the option to pay Company a monthly fee for access to Company’s Back Office/Intranet Site (“Access Fee”). If Affiliate thereafter makes a referral to a Seller that results in a franchise sale and a Commission, any Access Fees paid within six (6) months prior to that franchise sale, shall be debited against the 10% share of Affiliate’s Commission that is paid to or retained by Company under Section 1.05.
	F.	Company may terminate this Agreement upon written notice to Affiliate if Affiliate breaches this Agreement; provided that Affiliate must have been given written notice of such breach by Company and, if such breach is capable of being cured, a reasonable period in which to cure such breach, which need not be longer than thirty (30) days. On termination of this Agreement, Affiliate shall cease to be an authorized affiliate of Company and: (i) all amounts owing by Affiliate to Company shall become immediately due and payable; and (ii) Affiliate will return all embodiments of Company’s Confidential Information and discontinue directly or indirectly using such Confidential Information.

 

1.14	Affiliate is an independent contractor. Neither party to this agreement has the power or authority to assume or create obligations, expressed or implied, in the name of the other party, nor to bind the other for any purpose except as specifically provided for in this Agreement. Nothing contained in this Agreement shall be deemed by the parties hereto, or any third person, as creating the relationship of principal and agent, employer and employee, partnership, or joint venture between the parties hereto. Affiliate acknowledges that Company shall not be deemed to be a fiduciary of Affiliate.
1.15	Affiliate agrees that neither Company nor anyone acting on its behalf or purporting to represent it have made any representations or agreements to induce it to enter into this Agreement. No representations have been made concerning prospects for successful operations, the level of business or profits that Affiliate might reasonably expect, or similar matters, all of which Affiliate acknowledges are dependent upon variables beyond Company’s control, including, without limitation, the ability, motivation, and amount and quality of effort expended by Affiliate. Affiliate hereby releases Company, its affiliates, officers, directors, employees or agents from any claims, suits or demands related to any such representations or risk of operations of the business.
	Specifically, Affiliate agrees and acknowledges that:

 

	A.	Company has made no guarantees or representation that: (i) Company will find customers or locations for Affiliate, or (ii) Company will purchase products or services from Affiliate, or (iii) Affiliate will or may derive income of any particular level or Company will provide a program which will enable Affiliate to derive income of any particular level, or (iv) that Company will provide a marketing plan for Affiliate.
	B.	Company makes no representation that a market exists for the services Affiliate is granted the right to render under the Affiliate Agreement.
	C.	The Company nor anyone acting on its behalf has not made any representations or agreements with Affiliate that a market exists for such services.
	D.	Affiliate has conducted its own independent investigation and made its own independent determination as to whether a market for such services exists, without reliance on any information from Company or those acting on Company’s behalf.

 

 

 

 

	E.	Notwithstanding anything to the contrary in this Agreement (including Section 1.12) or Company’s public marketing materials, Affiliate agrees and acknowledges that (i) the Affiliate business does not involve the sale by Affiliate of any products, equipment, supplies, or services, and (ii) Company makes no representation, and neither Company nor anyone acting on Company’s behalf has made any representation, that Company will provide Affiliate with a marketing plan that involves material advice or training relating to the sale of any products, equipment, supplies, or services, and or that Company will prepare or provide the following relating to the sale of any products, equipment, supplies, or services: (1) promotional literature, brochures, pamphlets, or advertising materials; (2) training regarding the promotion, operation, or management of a business; or (3) operational, managerial, or financial guidelines or assistance. Affiliate represents that it has sufficient experience in operating a business and is not relying on receiving any such advice or training from Company.
	F.	Affiliate is experienced in planning, management, franchising, business brokerage, OR operating a business, and will produce its own marketing plan, and will be relying solely on its own efforts in conducting the activities contemplated by this Agreement.
	G.	If Affiliate resides in New York or does business in New York, Affiliate is not required to use or follow Company’s suggestions, advice, or assistance.

 

1.16	All notices sent by one party to the other must be hand-delivered, sent by reputable overnight courier, or by registered or certified mail, return receipt requested or by facsimile or email or other electronic means with proof of receipt. Notices must be addressed to a party at its address as designated below, or at any other address a party designates in writing. Any notice is considered received at the time that proof of receipt establishes.
1.17	This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors, heirs, and personal representatives. No waiver of any party of any breach by any other party of any of its covenants, obligations and agreements hereunder shall be a waiver of any subsequent breach of any other covenant, obligation or agreement, nor shall any forbearance to seek a remedy for any breach be a waiver of any rights and remedies with respect to such or any subsequent breach. Any such waiver must be in writing to be valid.
1.18	If either party brings a court action with respect to the subject matter of this Agreement, the prevailing party or parties, if any, shall be entitled to recover from the adverse party or parties all of the reasonable expenses of the prevailing party, including attorneys’ fees
1.19	This Agreement constitutes the entire agreement between Company and Affiliate and supersedes all prior understandings or agreements on the subject matter hereof. Any representations relied upon are contained within this Agreement, and any understanding or representation not contained herein is not valid or binding. This Agreement may be amended or modified only by an instrument in writing executed by Company and Affiliate.
1.20	This Agreement shall be construed in accordance with the laws of the State of Washington without regard for conflicts of laws principles. This choice of laws will not affect the scope of any statute that by its terms is inapplicable to this Agreement, and nothing in this Agreement will be considered to extend the scope of application of any of such statute. Exclusive jurisdiction and venue for any cause of action arising out of this Agreement shall be limited to the state or federal courts located in King County, Washington.
1.21	All the agreements and covenants contained herein are severable and, in the event any of them shall be held to be invalid by any competent court, this Agreement shall be deemed modified and interpreted as if such invalid agreements or covenants were not contained herein.
1.22	Affiliate acknowledges and agrees: (a) Affiliate is executing this Agreement voluntarily and without any duress or undue influence; (b) Affiliate has carefully read this Agreement and has asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and (c) Affiliate has had the opportunity to seek the advice of an attorney of its choice prior to signing this Agreement.

 

[Signature Page Follows]

 

 

 

 

AFFILIATE:					COMPANY:
					American Business Alliance, Inc.,
					DBA Business Alliance
By:	/s/ Zoran Cvetojevic				By:	/s/ Gina Johnson
Name:		Zoran Cvetojevic			Gina Johnson
Title (if applicable):			Chairman		President
Business Name:			SportsQuest, Inc.
Date Signed:		Jun 15 2023 15:44 PDT			Date Signed:		Jun 16 2023 07:36 PDT
Address:
500 S Australian Ave # 600					PO Box 2295
West Palm Beach FL					Tacoma, WA 98401
Telephone:		561 631 9221			Phone: 800-557-4850
Email:		corporate@sports-quest.co			EIN: 20-5351070

 

 

 

 

 

 

 

 

 

 

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