U.S. Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported : July 16, 2021

 

SPORTSQUEST, INC.

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

 

Delaware 033-09218 20-4742564

(State or jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

500 Australian Avenue, Suite 600, West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: 954-837-6833

 

______________________________________________________

(Former Name or Former Address, if Changes Since Last Report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common and Preferred SPQS OTC Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

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 13(a) of the Exchange Act. ¨

 

 

 

     

 

 

ITEM 5.01 - CHANGES IN CONTROL OF REGISTRANT.

 

On July 16, 2021, a majority stakeholder Zoran Cvetojevic has acquired the controlling interest in Sportsquest, Inc. (the “Company”) from the current CEO, Jeff Burns.

 

ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Mr. Zoran Cvetojevic has been elected to the Board of Directors. He is a preferred shareholder and financier and has been a director of many public companies boards in a turn around management position.

 

Ms. Roxanne Roxas was appointed as the Operational Manager. She has vast public company experience in both operational and organizational matters. As the Company works through its turnaround progress she will be a pivotal point person.

 

Mr. Miro Zecevic who served as interim management will no longer serve in this position.

 

Jeff Burns remains in the capacity as interim CEO.

 

ITEM 8.01 - OTHER EVENTS.

 

The Company has appointed new management and a new turnaround team.

 

The Company’s new web site is www.sports-quest.com

 

Follow SPQS on Twitter

 

Take a look at SportsQuest (@SpqsOtc): https://twitter.com/SpqsOtc?s=08

 

The Company has settled it's obligations of over $360,000 with the State of Delaware (the “State”) and is now current with the State. Certain additional SEC filings will follow in addition to regular OTC Markets periodic reporting which will be filed separately with OTC Markets.

 

Our unaudited financial statements are attached as exhibits for the missing periods and will be refiled with OTC shortly.

 

The Company is targeting sports and entertainment business opportunities in both North America and international venues of baseball and American football.

 

The Company’s transfer agent (Continental Stock Transfer & Trust Company or “Continental”) had an outstanding balance of approximately $14,000 which has now been completely settled. Continental had advised DTC of the default and DTC had removed or stop providing services to the company. This has now been reinstated and DTC services resumed. The Company has renewed its transfer agent service contract with Continental for a further three years on amicable basis.

 

ITEM 9.01 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

 

(d) Exhibits

 

  99.1 Unaudited Financial Statements

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. 

 

 

  SportsQuest, Inc.
   
  By:  /s/ Zoran Cvetojevic
    Zoran Cvetojevic
Director

 

Date:  July 23 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

 

Sports Quest, Inc.

Consolidated Balance Sheet

As at March 31, 2021 (Unaudited)

 

    Notes  

As at

March 31, 2021 (Unaudited)

   

As at

December 31, 2020 (Unaudited)

 
          ($)       ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     35,013       324  
Accounts receivable   5     351       1,171  
Prepaid expenses   6     199       1,329  
Total Current Assets         35,563       2,824  
                     
Intangible assets - Allied / ECO   7            
Total Assets         35,563       2,824  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   8            
Notes payable - EPIC   9            
Notes payable - RS   10            
Notes payable - Tucker   11            
Notes payable - JB   12     175,000       175,000  
Wells Fargo Loan   13            
Trade and other payables   14     150,751       118,012  
Accrued expenses         520,000       520,000  
Total Current Liabilities         845,751       813,012  
                     
Long-term debt - net of current portion   8            
Total Liabilities         845,751       813,012  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)                
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         464,876       464,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
Total Shareholders’ Equity         (810,188 )     (810,188 )
                     
Total Liabilities and Equity         35,563       2,824  

 

 

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SportsQuest, Inc.

Consolidated Statement of Operations

For the three months ended March 31, 2021 and the year ended December 31, 2020 (Unaudited)

 

   

For the

three months ended

March 31, 2021

   

For the

year ended

December 31, 2020

 
      ($)       ($)  
                 
REVENUE     61,466       173,795  
COST OF GOODS SOLD     (41,797 )     (83,421 )
                 
GROSS PROFIT     19,669       90,374  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     14,137       39,973  
                 
TOTAL OPERATING EXPENSES     14,137       39,973  
                 
OPERATING PROFIT / (LOSS)     5,532       50,401  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (5,532 )     (50,401 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

 

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Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2021 (Unaudited)

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
              ($)               ($)               ($)       ($)       ($)  
                                                                 
As at January 1, 2021 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )
                                                                 
Common stock issued during the year                                                    
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at March 31, 2021 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )

 

 

 

 

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Sports Quest, Inc.

Statement of Cash Flows

For the three months ended March 31, 2021 and the year ended December 31, 2020 (Unaudited)

 

    2021     2020  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     820       2,732  
(Decrease) / increase in trade payables     32,739       27,283  
(Decrease) / increase in accrued expenses           520,000  
Decrease / (increase) in prepaid expenses     1,130       7,534  
      34,689       557,549  
                 
                 
Cash flow from operating activities     34,689       557,549  
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties            
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities            
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts           (613,658 )
Issuance of share capital            
Buy back of shares            
                 
Cash flow from financing activities           (613,658 )
                 
Increase/(decrease) in cash and cash equivalents     34,689       (56,109 )
                 
Cash and cash equivalents at beginning of the year     324       56,433  
                 
Cash and cash equivalents at end of the year     35,013       324  

 

 

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Sports Quest, Inc.

Notes to the Financial Statements

For the three months ended March 31, 2021 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

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The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)     Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

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3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

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3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

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4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 35,013  

 

5 Accounts receivable

 

Opening balance   $ 1,171  
Net movement during the period     (820 )
         
Closing balance   $ 351  

 

6. Prepaid expenses

 

Opening balance   $ 1,329  
Net movement during the period     (1,130 )
         
Closing balance   $ 199  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Notes payable - PLS

 

Opening balance   $ 613,658  
Net movement during the period     (613,658 )
         
Closing balance   $  

 

9 Notes payable - EPIC

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

 

 

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10 Notes payable - RS

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

11 Notes payable - Tucker

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

12 Notes payable - JB

 

Opening balance   $ 175,000  
Net movement during the period      
         
Closing balance   $ 175,000  

 

13 Wells Fargo Loan

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

14 Trade and other payables

 

Opening balance   $ 118,012  
Net movement during the period     32,739  
         
Closing balance   $ 150,751  

 

15 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

 

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Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2020 (Unaudited)

  

    Notes  

As at

December 31, 2020 (Unaudited)

   

As at

December 31, 2019 (Unaudited)

 
        ($)     ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     324       56,433  
Accounts receivable   5     1,171       3,903  
Prepaid expenses   6     1,329       8,863  
                     
Total Current Assets         2,824       69,199  
                     
Intangible assets - Allied / ECO   7            
                     
Total Assets         2,824       69,199  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   8           67,502  
Notes payable - EPIC   9            
Notes payable - RS   10            
Notes payable - Tucker   11            
Notes payable - JB   12     175,000       175,000  
Wells Fargo Loan   13            
Trade and other payables   14     118,012       90,729  
Accrued expenses         520,000        
                     
Total Current Liabilities         813,012       333,231  
                     
Long-term debt - net of current portion   8           546,156  
                     
Total Liabilities         813,012       879,387  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)                
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         464,876       464,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (810,188 )     (810,188 )
                     
                     
Total Liabilities and Equity         2,824       69,199  

 

 

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Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2020 and 2019 (Unaudited)

 

   

For the year ended

December 31, 2020

   

For the year ended

December 31, 2019

 
      ($)       ($)  
                 
REVENUE     187,471       173,795  
COST OF GOODS SOLD     (127,481 )     (83,421 )
                 
GROSS PROFIT     59,990       90,374  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     43,118       39,973  
                 
TOTAL OPERATING EXPENSES     43,118       39,973  
                 
OPERATING PROFIT / (LOSS)     16,872       50,401  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (16,872 )     (50,401 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

 

  12  

 

 

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2020 (Unaudited)

 

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2020 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )
                                                                 
Common stock issued during the year                                                    
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2020 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )

 

 

 

 

 

  13  

 

 

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2020 and 2019 (Unaudited)

 

    2020     2019  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     2,732       (139 )
(Decrease) / increase in trade payables     27,283       22,736  
(Decrease) / increase in accrued expenses     520,000        
Decrease / (increase) in prepaid expenses     7,534       (316 )
      557,549       22,281  
                 
                 
Cash flow from operating activities     557,549       22,281  
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties           180,000  
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities           180,000  
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (613,658 )     (163,124 )
Issuance of share capital            
Buy back of shares            
                 
Cash flow from financing activities     (613,658 )     (163,124 )
                 
Increase/(decrease) in cash and cash equivalents     (56,109 )     39,157  
                 
Cash and cash equivalents at beginning of the year     56,433       17,276  
                 
Cash and cash equivalents at end of the year     324       56,433  

 

 

 

  14  

 

 

Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2020 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

  15  

 

 

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

  16  

 

  

3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

  17  

 

 

3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

  18  

 

 

 

4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 324  

 

5 Accounts receivable

 

Opening balance   $ 3,903  
Net movement during the period     (2,732 )
         
Closing balance   $ 1,171  

 

6. Prepaid expenses

 

Opening balance   $ 8,863  
Net movement during the period     (7,534 )
         
Closing balance   $ 1,329  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Notes payable - PLS

 

Opening balance   $ 613,658  
Net movement during the period     (613,658 )
         
Closing balance   $  

 

9 Notes payable - EPIC

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

 

 

  19  

 

 

10 Notes payable - RS

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

11 Notes payable - Tucker

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

12 Notes payable - JB

 

Opening balance   $ 175,000  
Net movement during the period      
         
Closing balance   $ 175,000  

 

13 Wells Fargo Loan

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

14 Trade and other payables

 

Opening balance   $ 90,729  
Net movement during the period     27,283  
         
Closing balance   $ 118,012  

 

15 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

  20  

 

 

 

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2019 (Unaudited)

 

    Notes  

As at

December 31, 2019 (Unaudited)

   

As at

December 31, 2018 (Unaudited)

 
        ($)     ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     56,433       17,276  
Accounts receivable   5     3,903       3,764  
Prepaid expenses   6     8,863       8,547  
                     
Total Current Assets         69,199       29,587  
                     
Intangible assets - Allied / ECO   7            
Investment in Zaboo Foods, Inc.   8           180,000  
                     
Total Assets         69,199       209,587  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   9     67,502       85,446  
Notes payable - EPIC   10            
Notes payable - RS   11            
Notes payable - Tucker   12            
Notes payable - JB   13     175,000       175,000  
Wells Fargo Loan   14            
Trade and other payables   15     90,729       67,993  
                     
Total Current Liabilities         333,231       328,439  
                     
Long-term debt - net of current portion   9     546,156       691,336  
                     
Total Liabilities         879,387       1,019,775  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)                
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         464,876       464,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (810,188 )     (810,188 )
                     
                     
Total Liabilities and Equity         69,199       209,587  

 

 

 

  21  

 

 

Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2019 and 2018 (Unaudited)

 

 

   

For the year ended

December 31, 2019

   

For the year ended

December 31, 2018

 
    ($)     ($)  
                 
REVENUE     170,568       173,795  
COST OF GOODS SOLD     (81,872 )     (83,421 )
                 
GROSS PROFIT     88,696       90,374  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     39,231       39,973  
                 
TOTAL OPERATING EXPENSES     39,231       39,973  
                 
OPERATING PROFIT / (LOSS)     49,465       50,401  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (49,465 )     (50,401 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

 

  22  

 

 

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2019 (Unaudited)

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2019 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )
                                                                 
Common stock issued during the year                                                    
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2019 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )

 

 

 

  23  

 

 

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2019 and 2018 (Unaudited)

   

    2019     2018  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     (139 )     (134 )
(Decrease) / increase in trade payables     22,736       18,946  
Decrease / (increase) in prepaid expenses     (316 )     (305 )
      22,281       18,507  
                 
                 
Cash flow from operating activities     22,281       18,507  
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties     180,000        
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities     180,000        
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (163,124 )     (33,181 )
Issuance of share capital            
Buy back of shares            
                 
Cash flow from financing activities     (163,124 )     (33,181 )
                 
Increase/(decrease) in cash and cash equivalents     39,157       (14,674 )
                 
Cash and cash equivalents at beginning of the year     17,276       31,950  
                 
Cash and cash equivalents at end of the year     56,433       17,276  

 

 

 

  24  

 

 

Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2019 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

  25  

 

 

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

  26  

 

  

3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

  27  

 

 

3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

  28  

 

 

 

4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 56,433  

 

5 Accounts receivable

 

Opening balance   $ 3,764  
Net movement during the period     139
         
Closing balance   $ 3,903  

 

6. Prepaid expenses

 

Opening balance   $ 8,547  
Net movement during the period     316
         
Closing balance   $ 8,863  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Investment in Zaboo Foods, Inc.

 

Opening balance   $ 180,000  
Net movement during the period     (180,000 )
         
Closing balance   $  

 

9 Notes payable - PLS

 

Opening balance   $ 776,782  
Net movement in liabilities during the period     (163,124 )
      613,658  
         
Less: current portion     (67,502 )
         
Closing balance   $ 546,156  

 

10 Notes payable - EPIC

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

 

 

  29  

 

 

11 Notes payable - RS

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

12 Notes payable - Tucker

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

13 Notes payable - JB

 

Opening balance   $ 175,000  
Net movement in liabilities during the period      
         
Closing balance   $ 175,000  

 

14 Wells Fargo Loan

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

15 Trade and other payables

 

Opening balance   $ 67,993  
Net movement in liabilities during the period     22,736  
         
Closing balance   $ 90,729  

 

16 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

  30  

 

 

 

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2018 (Unaudited)

 

    Notes  

As at

December 31, 2018 (Unaudited)

   

As at

December 31, 2017 (Unaudited)

 
        ($)     ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     17,276       31,950  
Accounts receivable   5     3,764       3,630  
Prepaid expenses   6     8,547       8,242  
                     
Total Current Assets         29,587       43,822  
                     
Intangible assets - Allied / ECO   7            
Investment in Zaboo Foods, Inc.   8     180,000       180,000  
                     
Total Assets         209,587       223,822  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   9     85,446       108,159  
Notes payable - EPIC   10            
Notes payable - RS   11            
Notes payable - Tucker   12            
Notes payable - JB   13     175,000       1,695  
Wells Fargo Loan   14            
Trade and other payables   15     67,993       49,047  
                     
Total Current Liabilities         328,439       158,901  
                     
Long-term debt - net of current portion   9     691,336       875,109  
                     
Total Liabilities         1,019,775       1,034,010  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)                
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         464,876       464,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (810,188 )     (810,188 )
                     
                     
Total Liabilities and Equity         209,587       223,822  

 

 

 

  31  

 

 

Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2018 and 2017 (Unaudited)

 

   

For the year ended

December 31, 2018

   

For the year ended

December 31, 2017

 
    ($)     ($)  
                 
REVENUE     164,576       173,795  
COST OF GOODS SOLD     (78,996 )     (83,421 )
                 
GROSS PROFIT     85,580       90,374  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     37,853       39,973  
                 
TOTAL OPERATING EXPENSES     37,853       39,973  
                 
OPERATING PROFIT / (LOSS)     47,727       50,401  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (47,727 )     (50,401 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

 

 

  32  

 

 

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2018 (Unaudited)

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2018 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )
                                                                 
Common stock issued during the year                                                    
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2018 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )

 

 

 

  33  

 

 

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2018 and 2017

 

 

    2018     2017  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     (134 )     (130 )
(Decrease) / increase in trade payables     18,946       15,789  
Decrease / (increase) in prepaid expenses     (305 )     (294 )
      18,507       15,365  
                 
                 
Cash flow from operating activities     18,507       15,365  
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties           350,000  
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities           350,000  
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (33,181 )     (907,574 )
Issuance of share capital            
Buy back of shares            
                 
Cash flow from financing activities     (33,181 )     (907,574 )
                 
Increase/(decrease) in cash and cash equivalents     (14,674 )     (542,209 )
                 
Cash and cash equivalents at beginning of the year     31,950       574,159  
                 
Cash and cash equivalents at end of the year     17,276       31,950  

 

 

  34  

 

 

Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2018 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

  35  

 

 

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

  36  

 

  

3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

  37  

 

 

3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

  38  

 

 

 

4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 17,276  

 

5 Accounts receivable

 

Opening balance   $ 3,630  
Net movement during the period     134
         
Closing balance   $ 3,764  

 

6. Prepaid expenses

 

Opening balance   $ 8,242  
Net movement during the period     305
         
Closing balance   $ 8,547  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Investment in Zaboo Foods, Inc.

 

Opening balance   $ 180,000  
Net movement during the period      
         
Closing balance   $ 180,000  

  

9 Notes payable - PLS

 

Opening balance   $ 983,268  
Net movement in liabilities during the period     (206,486 )
      776,782  
         
Less: current portion     (85,446 )
Closing balance   $ 691,336  

 

10 Notes payable - EPIC

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

 

 

  39  

 

 

11 Notes payable - RS

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

12 Notes payable - Tucker

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

13 Notes payable - JB

 

Opening balance   $ 1,695  
Net movement in liabilities during the period     173,305  
         
Closing balance   $ 175,000  

 

14 Wells Fargo Loan

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

15 Trade and other payables

 

Opening balance   $ 49,047  
Net movement in liabilities during the period     18,946  
         
Closing balance   $ 67,993  

 

16 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

  40  

 

 

 

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2017 (Unaudited)

 

    Notes  

As at

December 31, 2017 (Unaudited)

   

As at

December 31, 2016 (Unaudited)

 
        ($)     ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     31,950       574,159  
Accounts receivable   5     3,630       3,500  
Prepaid expenses   6     8,242       7,948  
                     
Total Current Assets         43,822       585,607  
                     
Intangible assets - Allied / ECO   7            
Investment in Zaboo Foods, Inc.   8     180,000       530,000  
                     
Total Assets         223,822       1,115,607  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   9     108,159       105,009  
Notes payable - EPIC   10            
Notes payable - RS   11            
Notes payable - Tucker   12           935,816  
Notes payable - JB   13     1,695       2,092  
Wells Fargo Loan   14            
Trade and other payables   15     49,047       33,258  
                     
Total Current Liabilities         158,901       1,076,175  
                     
Long-term debt - net of current portion   9     875,109       849,620  
                     
Total Liabilities         1,034,010       1,925,795  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)                
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         464,876       464,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (810,188 )     (810,188 )
                     
                     
Total Liabilities and Equity         223,822       1,115,607  

 

 

  41  

 

 

Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2017 and 2016 (Unaudited)

 

   

For the year ended

December 31, 2017

   

For the year ended

December 31, 2016

 
      ($)       ($)  
                 
REVENUE     158,582       173,795  
COST OF GOODS SOLD     (76,119 )     (83,421 )
                 
GROSS PROFIT     82,463       90,374  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     36,474       39,973  
                 
TOTAL OPERATING EXPENSES     36,474       39,973  
                 
OPERATING PROFIT / (LOSS)     45,989       50,401  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (45,989 )     (50,401 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

 

 

  42  

 

 

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2017 (Unaudited)

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2017 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )
                                                                 
Common stock issued during the year                                                    
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2017 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )

 

 

 

 

 

 

 

  43  

 

 

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2017 and 2016

 

    2017     2016  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     (130 )     (125 )
(Decrease) / increase in trade payables     15,789       13,157  
Decrease / (increase) in prepaid expenses     (294 )     (284 )
      15,365       12,748  
                 
                 
Cash flow from operating activities     15,365       12,748  
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties     350,000       470,000  
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities     350,000       470,000  
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (907,574 )     (46,301 )
Issuance of share capital            
Buy back of shares           125,000  
                 
Cash flow from financing activities     (907,574 )     78,699  
                 
Increase/(decrease) in cash and cash equivalents     (542,209 )     561,447  
                 
Cash and cash equivalents at beginning of the year     574,159       12,712  
                 
Cash and cash equivalents at end of the year     31,950       574,159  

 

 

 

  44  

 

 

Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2017 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

  45  

 

 

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

  46  

 

  

3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

  47  

 

 

3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

  48  

 

 

 

4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 31,950  

 

5 Accounts receivable

 

Opening balance   $ 3,500  
Net movement during the period     130
         
Closing balance   $ 3,630  

 

6. Prepaid expenses

 

Opening balance   $ 7,948  
Net movement during the period     294
         
Closing balance   $ 8,242  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Investment in Zaboo Foods, Inc.

 

Opening balance   $ 530,000  
Net movement during the period     (350,000 )
         
Closing balance   $ 180,000  

  

9 Notes payable - PLS

 

Opening balance   $ 954,629  
Net movement in liabilities during the period     28,639
      983,268  
         
Less: current portion     (108,159 )
Closing balance   $ 875,109  

 

10 Notes payable - EPIC

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

 

 

  49  

 

 

11 Notes payable - RS

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

12 Notes payable - Tucker

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

13 Notes payable - JB

 

Opening balance   $ 2,092  
Net movement in liabilities during the period     (397 )
         
Closing balance   $ 1,695  

 

14 Wells Fargo Loan

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

15 Trade and other payables

 

Opening balance   $ 33,258  
Net movement in liabilities during the period     15,789  
         
Closing balance   $ 49,407  

 

16 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

 

  50  

 

 

 

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2016 (Unaudited)

 

    Notes  

As at

December 31, 2016 (Unaudited)

   

As at

December 31, 2015 (Unaudited)

 
        ($)     ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     574,159       12,712  
Accounts receivable   5     3,500       3,375  
Prepaid expenses   6     7,948       7,664  
                     
Total Current Assets         585,607       23,751  
                     
Intangible assets - Allied / ECO   7            
Investment in Zaboo Foods, Inc.   8     530,000       1,000,000  
                     
Total Assets         1,115,607       1,023,751  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   9     105,009       101,951  
Notes payable - EPIC   10           54,517  
Notes payable - RS   11            
Notes payable - Tucker   12     935,816       954,914  
Notes payable - JB   13     2,092       2,583  
Wells Fargo Loan   14            
Trade and other payables   15     33,258       20,101  
                     
Total Current Liabilities         1,076,175       1,134,066  
                     
Long-term debt - net of current portion   9     849,620       824,873  
                     
Total Liabilities         1,925,795       1,958,939  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)                
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         464,876       339,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (810,188 )     (935,188 )
                     
                     
Total Liabilities and Equity         1,115,607       1,023,751  

 

 

  51  

 

 

Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2016 and 2015 (Unaudited)

 

   

For the year ended

December 31, 2016

   

For the year ended

December 31, 2015

 
      ($)       ($)  
                 
REVENUE     155,356       173,795  
COST OF GOODS SOLD     (74,571 )     (83,421 )
                 
GROSS PROFIT     80,785       90,374  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     35,732       39,973  
                 
TOTAL OPERATING EXPENSES     35,732       39,973  
                 
OPERATING PROFIT / (LOSS)     45,053       50,401  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (45,053 )     (50,401 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

 

  52  

 

 

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2016 (Unaudited)

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2016 (Unaudited)     10,000       10                   3,398,760,000       339,876       (1,275,074 )     (935,188 )
                                                                 
Common stock issued during the year                                 1,250,000,000       125,000             125,000  
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2016 (Unaudited)     10,000       10                   4,648,760,000       464,876       (1,275,074 )     (810,188 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  53  

 

 

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2016 and 2015 (Unaudited)

 

    2016     2015  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     (125 )     (120 )
(Decrease) / increase in trade payables     13,157       10,964  
Decrease / (increase) in prepaid expenses     (284 )     (273 )
      12,748       10,571  
                 
                 
Cash flow from operating activities     12,748       10,571  
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties     470,000        
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities     470,000        
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (46,301 )     (2,255 )
Issuance of share capital            
Buy back of shares     125,000        
                 
Cash flow from financing activities     78,699       (2,255 )
                 
Increase/(decrease) in cash and cash equivalents     561,447       8,316  
                 
Cash and cash equivalents at beginning of the year     12,712       4,396  
                 
Cash and cash equivalents at end of the year     574,159       12,712  

 

 

 

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Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2016 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

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The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

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3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

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3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

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4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 574,159  

 

5 Accounts receivable

 

Opening balance   $ 3,375  
Net movement during the period     125
         
Closing balance   $ 3,500  

 

6. Prepaid expenses

 

Opening balance   $ 7,664  
Net movement during the period     284
         
Closing balance   $ 7,948  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Investment in Zaboo Foods, Inc.

 

Opening balance   $ 1,000,000  
Net movement during the period     (470,000 )
         
Closing balance   $ 530,000  

  

9 Notes payable - PLS

 

Opening balance   $ 926,824  
Net movement in liabilities during the period     27,805
      954,629  
         
Less: current portion     (105,009 )
Closing balance   $ 849,620  

 

10 Notes payable - EPIC

 

Opening balance   $ 54,517  
Net movement in liabilities during the period     (54,517 )
         
Closing balance   $  

 

 

 

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11 Notes payable - RS

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

12 Notes payable - Tucker

 

Opening balance   $ 954,914  
Net movement in liabilities during the period     (19,098 )
         
Closing balance   $ 935,816  

 

13 Notes payable - JB

 

Opening balance   $ 2,583  
Net movement in liabilities during the period     (491 )
         
Closing balance   $ 2,092  

 

14 Wells Fargo Loan

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

15 Trade and other payables

 

Opening balance   $ 20,101  
Net movement in liabilities during the period     13,157  
         
Closing balance   $ 33,258  

 

16 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

 

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Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2015 (Unaudited)

 

    Notes  

As at

December 31, 2015 (Unaudited)

   

As at

December 31, 2014 (Unaudited)

 
        ($)     ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     12,712       4,396  
Accounts receivable   5     3,375       3,255  
Prepaid expenses   6     7,664       7,391  
                     
Total Current Assets         23,751       15,042  
                     
Intangible assets - Allied / ECO   7            
Investment in Zaboo Foods, Inc.   8     1,000,000       1,000,000  
                     
Total Assets         1,023,751       1,015,042  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   9     101,951       98,981  
Notes payable - EPIC   10     54,517       59,909  
Notes payable - RS   11           3,764  
Notes payable - Tucker   12     954,914       974,402  
Notes payable - JB   13     2,583       3,189  
Wells Fargo Loan   14            
Trade and other payables   15     20,101       9,137  
                     
Total Current Liabilities         1,134,066       1,149,382  
                     
Long-term debt - net of current portion   9     824,873       800,848  
                     
Total Liabilities         1,958,939       1,950,230  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)                
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         339,876       339,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (935,188 )     (935,188 )
                     
                     
Total Liabilities and Equity         1,023,751       1,015,042  

 

 

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Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2015 and 2014 (Unaudited)

 

   

For the year ended

December 31, 2015

   

For the year ended

December 31, 2014

 
    ($)     ($)  
                 
REVENUE     155,356       173,795  
COST OF GOODS SOLD     (74,571 )     (83,421 )
                 
GROSS PROFIT     80,785       90,374  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     35,732       39,973  
                 
TOTAL OPERATING EXPENSES     35,732       39,973  
                 
OPERATING PROFIT / (LOSS)     45,053       50,401  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (45,053 )     (50,401 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

 

 

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Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2015 (Unaudited)

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2015 (Unaudited)     10,000       10                   3,398,760,000       339,876       (1,275,074 )     (935,188 )
                                                                 
Preference shares revoked during the year                                                        
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2015 (Unaudited)     10,000       10                   3,398,760,000       339,876       (1,275,074 )     (935,188 )

 

 

 

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Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2015 and 2014 (Unaudited)

 

    2015     2014  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     (120 )     (116 )
(Decrease) / increase in trade payables     10,964       9,137  
Decrease / (increase) in prepaid expenses     (273 )     (264 )
      10,571       8,757  
                 
                 
Cash flow from operating activities     10,571       8,757  
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties            
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities            
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (2,255 )     (11,349 )
Issuance of share capital            
Buy back of shares            
                 
Cash flow from financing activities     (2,255 )     (11,349 )
                 
Increase/(decrease) in cash and cash equivalents     8,316       (2,592 )
                 
Cash and cash equivalents at beginning of the year     4,396       6,988  
                 
Cash and cash equivalents at end of the year     12,712       4,396  

 

 

 

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Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2015 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

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The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

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3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

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3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

  68  

 

 

 

4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 12,712  

 

5 Accounts receivable

 

Opening balance   $ 3,255  
Net movement during the period     120
         
Closing balance   $ 3,375  

 

6. Prepaid expenses

 

Opening balance   $ 7,391  
Net movement during the period     273
         
Closing balance   $ 7,664  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Investment in Zaboo Foods, Inc.

 

Opening balance   $ 1,000,000  
Net movement during the period      
         
Closing balance   $ 1,000,000  

  

9 Notes payable - PLS

 

Opening balance   $ 899,829  
Net movement in liabilities during the period     26,995
      926,824  
         
Less: current portion     (101,951 )
Closing balance   $ 824,873  

 

10 Notes payable - EPIC

 

Opening balance   $ 59,909  
Net movement in liabilities during the period     (5,392 )
         
Closing balance   $ 54,517  

 

 

 

  69  

 

 

11 Notes payable - RS

 

Opening balance   $ 3,764  
Net movement in liabilities during the period     (3,764 )
         
Closing balance   $  

 

12 Notes payable - Tucker

 

Opening balance   $ 974,402  
Net movement in liabilities during the period     (19,488 )
         
Closing balance   $ 954,914  

 

13 Notes payable - JB

 

Opening balance   $ 3,189  
Net movement in liabilities during the period     (606 )
         
Closing balance   $ 2,583  

 

14 Wells Fargo Loan

 

Opening balance   $  
Net movement in liabilities during the period      
         
Closing balance   $  

 

15 Trade and other payables

 

Opening balance   $ 9,137  
Net movement in liabilities during the period     10,694  
         
Closing balance   $ 20,101  

 

16 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

 

  70  

 

 

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2014 (Unaudited)

 

  Notes  

As at

December 31, 2014 (Unaudited)

   

As at

December 31, 2013 (Unaudited)

 
      ($)     ($)  
ASSETS              
Current Assets                    
Cash and cash equivalents   4     4,396       6,988  
Accounts receivable   5     3,255       3,139  
Prepaid expenses   6     7,391       7,127  
                     
Total Current Assets         15,042       17,254  
                     
Intangible assets - Allied / ECO   7            
Investment in Zaboo Foods, Inc.   8     1,000,000       1,000,000  
                     
Total Assets         1,015,042       1,017,254  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   9     98,981       96,098  
Notes payable - EPIC   10     59,909       65,834  
Notes payable - RS   11     3,764       3,111  
Notes payable - Tucker   12     974,402       994,288  
Notes payable - JB   13     3,189       3,937  
Wells Fargo Loan   14           11,652  
Trade and other payables   15     9,137        
                     
Total Current Liabilities         1,149,382       1,174,920  
                     
Long-term debt - net of current portion   9     800,848       777,522  
                     
Total Liabilities         1,950,230       1,952,442  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)                
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         339,876       339,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (935,188 )     (935,188 )
                     
                     
Total Liabilities and Equity         1,015,042       1,017,254  

 

 

 

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Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2014 and 2013 (Unaudited)

 

    For the year ended December 31, 2014     For the year ended December 31, 2013  
    ($)     ($)  
                 
REVENUE     173,795       173,795  
COST OF GOODS SOLD     (83,421 )     (83,421 )
                 
GROSS PROFIT     90,374       90,374  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     39,973       39,973  
                 
TOTAL OPERATING EXPENSES     39,973       39,973  
                 
OPERATING PROFIT / (LOSS)     50,401       50,401  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (50,401 )     (50,401 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

  72  

 

 

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2014 (Unaudited)

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2014 (Unaudited)     10,000       10                   3,398,760,000       339,876       (1,275,074 )     (935,188 )
                                                                 
Preference shares revoked during the year                                                        
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2014 (Unaudited)     10,000       10                   3,398,760,000       339,876       (1,275,074 )     (935,188 )

 

 

 

 

 

 

 

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Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2014 and 2013 (Unaudited)

 

    2014     2013  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     (116 )     (3,139 )
(Decrease) / increase in trade payables     9,137        
Decrease / (increase) in prepaid expenses     (264 )     (7,127 )
      8,757       (10,266 )
                 
                 
Cash flow from operating activities     8,757       (10,266 )
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties            
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities            
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (11,349 )     (64,498 )
Issuance of share capital            
Buy back of shares           (100 )
                 
Cash flow from financing activities     (11,349 )     (64,598 )
                 
Increase/(decrease) in cash and cash equivalents     (2,592 )     (74,864 )
                 
Cash and cash equivalents at beginning of the year     6,988       81,852  
                 
Cash and cash equivalents at end of the year     4,396       6,988  

 

 

 

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Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2014 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

  75  

 

 

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

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3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

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3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

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4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 4,396  

 

5 Accounts receivable

 

Opening balance   $ 3,139  
Net movement during the period     116
         
Closing balance   $ 3,255  

 

6. Prepaid expenses

 

Opening balance   $ 7,127  
Net movement during the period     264
         
Closing balance   $ 7,391  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Investment in Zaboo Foods, Inc.

 

Opening balance   $ 1,000,000  
Net movement during the period      
         
Closing balance   $ 1,000,000  

  

9 Notes payable - PLS

 

Opening balance   $ 873,620  
Net movement in liabilities during the period     26,209  
      899,829  
         
Less: current portion     (98,981 )
Closing balance   $ 800,848  

 

10 Notes payable - EPIC

 

Opening balance   $ 65,834  
Net movement in liabilities during the period     (5,925 )
         
Closing balance   $ 59,909  

 

 

 

  79  

 

 

11 Notes payable - RS

 

Opening balance   $ 3,111  
Net movement in liabilities during the period     653  
         
Closing balance   $ 3,764  

 

12 Notes payable - Tucker

 

Opening balance   $ 994,288  
Net movement in liabilities during the period     (19,886 )
         
Closing balance   $ 974,402  

 

13 Notes payable - JB

 

Opening balance   $ 3,937  
Net movement in liabilities during the period     (748 )
         
Closing balance   $ 3,189  

 

14 Wells Fargo Loan

 

Opening balance   $ 11,652  
Net movement in liabilities during the period     (11,652 )
         
Closing balance   $  

 

15 Trade and other payables

 

Opening balance   $  
Net movement in liabilities during the period     9,137  
         
Closing balance   $ 9,137  

 

16 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

  80  

 

 

 

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2013 (Unaudited)

 

  Notes  

As at

December 31, 2013 (Unaudited)

   

As at

December 31, 2012 (Unaudited)

 
          ($)       ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     6,988       81,852  
Accounts receivable   5     3,139        
Prepaid expenses   6     7,127        
                     
Total Current Assets         17,254       81,852  
                     
Intangible assets - Allied / ECO   7            
Investment in Zaboo Foods, Inc.   8     1,000,000       1,000,000  
                     
Total Assets         1,017,254       1,081,852  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   9     96,098       100,416  
Notes payable - EPIC   10     65,834       72,345  
Notes payable - RS   11     3,111       2,571  
Notes payable - Tucker   12     994,288       1,014,580  
Notes payable - JB   13     3,937       4,860  
Wells Fargo Loan   14     11,652       9,710  
                     
Total Current Liabilities         1,174,920       1,204,482  
                     
Long-term debt - net of current portion   9     777,522       812,458  
                     
Total Liabilities         1,952,442       2,016,940  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)               100  
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         339,876       339,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (935,188 )     (935,088 )
                     
                     
Total Liabilities and Equity         1,017,254       1,081,852  

 

 

 

  81  

 

 

Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2013 and 2012 (Unaudited)

 

    For the year ended December 31, 2013     For the year ended December 31, 2012  
    ($)     ($)  
                 
REVENUE     173,795       153,665  
COST OF GOODS SOLD     (83,421 )     (73,759 )
                 
GROSS PROFIT     90,374       79,906  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     39,973       35,343  
                 
TOTAL OPERATING EXPENSES     39,973       35,343  
                 
OPERATING PROFIT / (LOSS)     50,401       44,563  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (50,401 )     (44,563 )
Impairment loss            
                 
PROFIT / (LOSS) BEFORE TAX            
                 
Taxes            
                 
NET PROFIT / (LOSS)            

 

 

 

  82  

 

 

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2013 (Unaudited)

 

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2013 (Unaudited)     10,000       10       100,000       100       3,398,760,000       339,876       (1,275,074 )     (935,088 )
                                                                 
Preference shares revoked during the year                     (100,000 )     (100 )                           (100 )
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2013 (Unaudited)     10,000       10                   3,398,760,000       339,876       (1,275,074 )     (935,188 )

 

 

 

 

  83  

 

 

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2013 and 2012 (Unaudited)

 

    2013     2012  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax            
                 
Adjustment for non cash charges and other items            
                 
             
Changes in operating assets                
                 
Decrease / (increase) in account receivable     (3,139 )      
(Decrease) / increase in trade payables            
Decrease / (increase) in prepaid expenses     (7,127 )      
      (10,266 )      
                 
                 
Cash flow from operating activities     (10,266 )      
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties           675,000  
Additions in property, plant and equipment            
Additions in investments            
                 
Cash flow from / (used) in investing activities           675,000  
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (64,498 )     (597,763 )
Issuance of share capital            
Buy back of shares     (100 )      
                 
Cash flow from financing activities     (64,598 )     (597,763 )
                 
Increase/(decrease) in cash and cash equivalents     (74,864 )     77,237  
                 
Cash and cash equivalents at beginning of the year     81,852       4,615  
                 
Cash and cash equivalents at end of the year     6,988       81,852  

 

 

 

  84  

 

 

Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2013 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

  85  

 

 

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

  86  

 

  

3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

  87  

 

 

3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

  88  

 

 

 

4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 6,988  

 

5 Accounts receivable

 

Opening balance   $  
Net movement during the period     3,139
         
Closing balance   $ 3,139  

 

6. Prepaid expenses

 

Opening balance   $  
Net movement during the period     7 127
         
Closing balance   $ 7,127  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $  
Net movement during the period      
         
Closing balance   $  

 

8 Investment in Zaboo Foods, Inc.

 

Opening balance   $ 1,000,000  
Net movement during the period      
         
Closing balance   $ 1,000,000  

  

9 Notes payable - PLS

 

Opening balance   $ 912,874  
Net movement in liabilities during the period     (39,254 )
      873,620  
         
Less: current portion     (96,098 )
Closing balance   $ 777,522  

 

10 Notes payable - EPIC

 

Opening balance   $ 72,345  
Net movement in liabilities during the period     (6,511 )
         
Closing balance   $ 65,834  

 

 

 

  89  

 

 

11 Notes payable - RS

 

Opening balance   $ 2,571  
Net movement in liabilities during the period     540  
         
Closing balance   $ 3,111  

 

12 Notes payable - Tucker

 

Opening balance   $ 1,014,580  
Net movement in liabilities during the period     (20,292 )
         
Closing balance   $ 994,288  

 

13 Notes payable - JB

 

Opening balance   $ 4,860  
Net movement in liabilities during the period     (923 )
         
Closing balance   $ 3,937  

 

14 Wells Fargo Loan

 

Opening balance   $ 9,710  
Net movement in liabilities during the period     1,942  
         
Closing balance   $ 11,652  

 

15 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

 

 

  90  

 

 

 

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2012 (Unaudited)

 

    Notes  

As at

December 31, 2012 (Unaudited)

   

As at

December 31, 2011 (Unaudited)

 
          ($)       ($)  
ASSETS                    
Current Assets                    
Cash and cash equivalents   4     81,852       4,615  
Accounts receivable   5            
Prepaid expenses   6            
                     
Total Current Assets         81,852       4,615  
                     
Intangible assets - Allied / ECO   7           675,000  
Investment in Zaboo Foods, Inc.   8     1,000,000       1,000,000  
                     
Total Assets         1,081,852       1,679,615  
                     
STOCKHOLDERS' EQUITY & LIABILITIES                    
                     
Current Liabilities                    
Current portion of long term debts:                    
Notes payable - PLS   9     100,416       94,500  
Notes payable - EPIC   10     72,345       79,500  
Notes payable - RS   11     2,571       2,125  
Notes payable - Tucker   12     1,014,580       1,428,986  
Notes payable - JB   13     4,860       6,000  
Wells Fargo Loan   14     9,710       8,092  
                     
Total Current Liabilities         1,204,482       1,619,203  
                     
Long-term debt - net of current portion   9     812,458       995,500  
                     
Total Liabilities         2,016,940       2,614,703  
                     
SHAREHOLDERS’ EQUITY                    
                     
Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized)         10       10  
Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized)         100       100  
Common stock, $.0001 par value (4,000,000,000 Issued shares authorized)         339,876       339,876  
Accumulated deficit         (1,275,074 )     (1,275,074 )
                     
Total Shareholders’ Equity         (935,088 )     (935,088 )
                     
                     
Total Liabilities and Equity         1,081,852       1,679,615  

 

 

 

  91  

 

 

Sports Quest, Inc.

Consolidated Statement of Operations

For the years ended December 31, 2012 and 2011 (Unaudited)

 

    For the year ended December 31, 2012     For the year ended December 31, 2011  
    ($)     ($)  
                 
REVENUE     153,665       81,058  
COST OF GOODS SOLD     (73,759 )     (26,491 )
                 
GROSS PROFIT     79,906       54,567  
                 
OPERATING EXPENSES                
                 
Selling, general and administrative expense     35,343       47,758  
                 
TOTAL OPERATING EXPENSES     35,343       47,758  
                 
OPERATING PROFIT / (LOSS)     44,563       6,809  
                 
OTHER INCOME / (EXPENSE)                
                 
Other income            
Interest expense     (44,563 )     (304,416 )
Impairment loss           (620,000 )
                 
PROFIT / (LOSS) BEFORE TAX           (917,607 )
                 
Taxes            
                 
NET PROFIT / (LOSS)           (917,607 )

 

  92  

 

 

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2012 (Unaudited)

 

    Series A - Preferred Stock     Series B - Preferred Stock     Common Stock     Accumulated Profit /        
    Shares     Par     Shares     Par     Shares     Par     (Deficit)     Total  
          ($)           ($)           ($)     ($)     ($)  
                                                 
As at January 1, 2012 (Unaudited)     10,000       10       100,000       100       3,398,760,000       339,876       (1,275,074 )     (935,088 )
                                                                 
Preference shares issued during the year                                                            
                                                                 
Profit / (loss) for the period                                                            
                                                                 
As at December 31, 2012 (Unaudited)     10,000       10       100,000       100       3,398,760,000       339,876       (1,275,074 )     (935,088 )

 

 

 

 

 

 

 

 

  93  

 

 

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2012 and 2011 (Unaudited)

 

    2012     2011  
      ($)       ($)  
Cash flow from operating activities                
                 
(Loss) / profit before income tax           (917,607 )
                 
Adjustment for non cash charges and other items            
                 
            (917,607 )
Changes in operating assets                
                 
Decrease / (increase) in account receivable            
(Decrease) / increase in trade payables           1,619,202  
Decrease / (increase) in prepaid expenses            
            1,619,202  
                 
                 
Cash flow from operating activities           701,595  
                 
Cash flow from investing activities                
                 
Additions / disposal in intellectual properties     675,000        
Additions in property, plant and equipment           (1,675,000 )
Additions in investments            
                 
Cash flow from / (used) in investing activities     675,000       (1,675,000 )
                 
Cash flow from financing activities                
                 
Increase / (decrease) in long term debts     (597,763 )     995,500  
Issuance of share capital            
Buy back of shares           (17,480 )
                 
Cash flow from financing activities     (597,763 )     978,020  
                 
Increase/(decrease) in cash and cash equivalents     77,237       4,615  
                 
Cash and cash equivalents at beginning of the year     4,615        
                 
Cash and cash equivalents at end of the year     81,852       4,615  

 

 

 

  94  

 

 

Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December 31, 2012 (Unaudited)

 

1 LEGAL STATUS AND OPERATIONS

 

SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.

 

The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.

 

The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.

 

The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.

 

The company is evaluating a change to its business focus and evaluating both operating entities.

 

2 BASIS OF PREPARATION

 

2.1 Statement of compliance

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

 

2.2 Accounting Convention

 

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

 

2.3 Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.

 

The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.

 

 

 

  95  

 

 

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.

  

Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.

 

2.4 Critical accounting estimates and judgements

 

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

  

i)       Provision for income tax (note - 3.1)

iii)      Stock based compensation (note - 3.12)

 

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

3.1 Income tax

 

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. 

 

3.2 Trade and other payables

 

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

 

 

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3.3 Provisions

 

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

 

3.4 Accounts Receivable

 

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. 

 

3.5 Contingent liabilities

 

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

  

3.6 Financial liabilities

 

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. 

 

(a) Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

  

(b) Financial liabilities measured at amortized cost

 

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

 

3.7 Cash and cash equivalents

 

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. 

 

 

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3.8 Revenue recognition

 

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. 

 

3.9 Functional and presentation currency

 

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. 

 

3.10 Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.

 

3.11 Contingencies

 

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

 

3.12 Stock based compensation

 

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

 

The Company recognizes expense over the service period for awards expected to vest.

 

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

 

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

 

 

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4 Cash and cash equivalents

 

This represents cash in hand and cash deposited in bank accounts (current) by the Company.

 

Cash   $ 81,852  

 

5 Accounts receivable

 

Opening balance   $  
Net movement during the period    
         
Closing balance   $  

 

6. Prepaid expenses

 

Opening balance   $  
Net movement during the period    
         
Closing balance   $  

 

7 Intangible assets - Allies/ECO

 

Opening balance   $ 675,000  
Net movement during the period     (675,000 )
         
Closing balance   $  

 

8 Investment in Zaboo Foods, Inc.

 

Opening balance   $ 1,000,000  
Net movement during the period      
         
Closing balance   $ 1,000,000  

  

9 Notes payable - PLS

 

Opening balance   $ 995,500  
Net movement in liabilities during the period     (82,626 )
      912,874  
         
Less: current portion     (100,416 )
Closing balance   $ 812,458  

 

10 Notes payable - EPIC

 

Opening balance   $ 79,500  
Net movement in liabilities during the period     (7,155 )
         
Closing balance   $ 72,345  

 

 

 

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11 Notes payable - RS

 

Opening balance   $ 2,125  
Net movement in liabilities during the period     446  
         
Closing balance   $ 2,571  

 

12 Notes payable - Tucker

 

Opening balance   $ 1,428,986  
Net movement in liabilities during the period     (414,406 )
         
Closing balance   $ 1,014,580  

 

13 Notes payable - JB

 

Opening balance   $ 6,000  
Net movement in liabilities during the period     (1,140 )
         
Closing balance   $ 4,860  

 

14 Wells Fargo Loan

 

Opening balance   $ 8,092  
Net movement in liabilities during the period     1,618  
         
Closing balance   $ 9,710  

 

15 Contingencies and Commitments

 

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

 

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