Table
of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
| SPORTSQUEST,
INC |
| (Exact name of registrant as specified in its charter) |
Commission file number
| Delaware |
|
20-4742564 |
|
(State of incorporation
or organization) |
|
(IRS Employer
Identification No.) |
500 Australian
Avenue, Suite 600
West Palm Beach, FL
33401
(Address of Principal Executive Offices)
(Zip Code)
(561) 631 9221
(Registrant’s telephone number, including
area code)
Securities to be Registered Under Section 12(g)
of the Act:
Common Stock, Par Value $0.00001
(Title of Class)
Indicate by check mark whether the registrant
is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large,
accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large, accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Registration Statement contains certain forward-looking
statements. When used in this Registration Statement, statements which are not historical in nature, including words such as “believe,”
“expect,” “may,” “will,” “should,” “expect,” “project,” “intend”,
“plan”, “estimate”, “anticipate” or similar expressions are intended to identify forward-looking statements.
They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure
or other financial terms. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows,
growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make
forward-looking public statements concerning our expected future operations and performance and other developments.
The forward-looking statements in this Registration
Statement are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance,
considering the information currently available to them.
These statements are not statements of historical
fact, and are subject to risks and uncertainties, some of which are not currently known to us, which may change over time, and which may
cause our actual results, performance, or financial condition to differ materially from the expectations of future results, performance,
or financial condition we express or imply in any forward-looking statements. We derive most of our forward-looking statements from our
current plans, expectations, and forecasts, which are based upon certain assumptions and are subject to a number of risks and uncertainties
that could significantly affect our future financial condition and results. While we believe that our assumptions are reasonable, we caution
that it is difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our
actual results. There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our
actual results to differ materially from the expectations expressed or implied in our forward-looking statements.
All forward-looking statements and projections
attributable to us or persons acting on our behalf apply only as of the date of this Registration Statement and are expressly qualified
in their entirety by the cautionary statements included in this Registration Statement. We undertake No obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to
unduly rely on such forward-looking statements when evaluating information presented herein.
Corporate History
SportsQuest, Inc. (“the Company” or
“SPQS”), was formed under the laws of the State of Delaware on April 3, 1986 under the name Bay Head Ventures, Inc. On July
29, 1988 the Company acquired 100% of the issued and outstanding shares of A.B. Park & Fly, Inc. On December 8, 1988, the Company
changed its name to Air Brook Airport Express, Inc. On August 16, 2007, Lextra Management Group,
Inc. acquired 51.16% of our issued and outstanding common stock and an outstanding account receivable due to Air Brook Limousine by us
in the amount of $340,000. At the closing, Air Brook Limousine terminated the August 10, 1993 agreement referenced above. On August 16,
2007, we issued 6,800,000 shares of our common stock to Lextra in exchange for the forgiveness of the $340,000 receivable. On August 21,
2007, we acquired all of the assets of Lextra pursuant to an Asset Purchase Agreement dated August 21, 2007, in exchange for the issuance
of 2,000,000 shares of common stock to Lextra and the forgiveness of our $500,000 loan to Lextra. The assets of Lextra were transferred
to our wholly-owned subsidiary, SportsQuest Management Group, Inc. At that time the company changed its name to SportsQuest, Inc.
The Company developed, owned and managed high
end sports events and their operating entities, as well as executing a growth strategy involving acquisition of diverse and effective
sports marketing platforms. The Company also managed the US Pro Golf Tour.
In 2021, the Company changed its focus to the
acquisition of innovative products and services.
Our Current Business
SportsQuest intends to franchise consulting systems,
infrastructure, and services to individuals who will become Franchise Consultant Professionals (“FCPs”) and subsequently utilize
SportsQuest’s expertise to assist their clients in identifying the franchise opportunity which provides them with the best opportunity
for long term success. As an FCP we counsel people who are considering franchise ownership. By definition, a franchise is an exchange
of the rights and licenses of a business for a fee. With this business consultant role, we look at a prospective candidate’s background,
financial situation, goals, and more. Many FCPs are part of a franchise consulting company such as Business Alliance Inc. (BAI ).
BAI, through its website, provides resources for franchise brokers, buyers and franchisors. We have an affiliate agreement with BAI allowing
us to to tap into over 350 current franchisors that are offering franchise units for sale. We help prospective candidates identify the
best fit franchise based on the potential franchisee’s needs, lifestyle, personality, and financial situation assuring they invest
in the most ideal franchise for them.
With the candidate’s best interests in mind,
FCPs guide candidates through the franchise selection, evaluation, and buying process. Once a candidate decides on a brand, an FCP may
also assist in acquiring the necessary capital to own and operate the business.
An FCP is also thought of as a matchmaker, connecting
hopeful entrepreneurs with franchise opportunities. Once people find out about FCP opportunities and why people use FCPs, they want to
hear more. The FCP acts as a broker/buffer between the franchisor and the potential franchisee at the introductory stage and further as
required.
From a franchise candidate’s perspective,
an FCP is a trusted advisor, counselor, educator, and guide. FCPs start by assessing the most crucial issue—determining if franchise
ownership is even the right path for the candidate. If it is, the FCP helps narrow down several opportunities to explore. Good FCPs will
collaborate with their candidates until they have found the right opportunity and have a signed contract (franchise agreement) with a
franchisor. The best FCPs always stay connected with the people they placed in business to find out about the experience with the brand.
This not only helps consultants identify other candidates who might be a good fit but also those franchisors who may no longer be ideal
franchisors.
Franchise consulting is one part counseling and
one part artistry. The FCP must be an active listener to best serve the candidate. The FCP's role involves understanding a candidate’s
background, interests, and desired lifestyle and then translate it into an ideal franchise opportunity. At times, an FCP may understand
what the candidate wants more than the candidate does. Above all, an FCP must consider what is best for the candidate.
Company Mission Statement
Our mission is to help clients structure a franchise
strategy based on the uniqueness of their situation and what they find most compelling as to brand, culture, and operating models in order
to attain their goals.
Company Philosophy and Vision
| a. |
Our corporate philosophy is based on providing entrepreneurs with honesty, integrity, value,
innovation, comparables, and to be the buffer they need so they can make a non-pressured and educated decision with respect to their
franchise opportunities. |
| |
|
| b. |
Our Vision is
to establish ourselves as the go-to FCP for honest information and resources required for entrepreneurs to make educated and informed
decisions. |
Target market
Our target market is entrepreneurs that wish to
start a franchise. These are generally strongly motivated, business-minded individuals of varying ages and backgrounds.
Industry
As an FCP, we have the experience and knowledge
to help entrepreneurs find the business that fits their needs. We will walk them through what it means to be a franchise owner, and we
will help them navigate any obstacles they may encounter along the way. Once we determine their capabilities and the orientation
that fits their lifestyle, the next leg of their journey is exploring the industry. With over 3,000+ registered franchise companies available
in the marketplace, determining the right one can certainly seem like an intimidating task.
Collaborating with us as their guide, potential
franchisees will learn and understand how to evaluate various franchise opportunities; thus, simplifying, what can be for some, an exceedingly
difficult process. Working together, we will determine the best way to articulate their interests and how they would partner with potential
franchises.
The final part of our journey together provides
candidates with an opportunity to do a deep dive on their final franchise options. We then leverage our extensive network of legal advisors,
financial advisors, other franchisees, the franchisor, etc. to help the candidate make a final decision and close the right franchise
opportunity.
With the economic uncertainty that exists as a
result of damages done to various industry sectors due to the recent pandemic, current economic conditions, and other attributing factors,
people are looking for strong business models. The economic downturn triggered overspending and inflation, forcing many entrepreneurs
to either lose their job or lose their business.
Our competitive edge will rely on staying on top
of the latest changes and new potential franchisors in the industry by constantly researching and reading the latest events that can potentially
affect one franchise over the other. Providing optimum support for our prospects and providing them with timely information so that they
can make educated decisions. Additionally, we will put the prospect’s interest first, as a happy customer will generate more leads
for us in the form of future referrals.
Technology & Services Technology
Franchise Brokerage – Our unique
technology is what sets us apart from the competition. Our portal, ieFranchise.com, works as a closed loop network of over 350 franchisors.
SPQS agents and representatives can represent the franchisor and the purchaser of the business simultaneously or separately and earn a
favorable commission which is split between us and BAI. We estimate that the average commission we will earn on a franchise sale will
be at least $20,000.
Lead Generation – The portal
is designed to be user friendly, and it integrates with almost all leading customer service or CRM-type utility
tools offered by companies such as Salesforce, Pipedrive, and similar suppliers. Through our portal, franchisors are able to advertise
their franchise opportunities. Typically, they receive a tile type advertising with their company logo which, once clicked by the end
user, spawns a landing page with detailed description of the franchise. The end user is given the opportunity to complete their contact
information. This lead is prepopulated in the CRM back-office back engine so that the salesperson can follow up on the lead and convert
it to a sale. There are many lead providers that offer this exact same service such as franchisegator.com, franchise.com, entrepreneur.com,
and others. Typical monthly advertising costs range between $400 per month to over $2,000 per month. The average portal has virtual real
estate of approximately one hundred tiles on their portal. In addition to the tile advertising these portals also offer banner advertising
under stitch advertising where the advertising or landing page lands or displays after you leave the web page, favorable positioning throughout
the portal cookie tracking and other technologies. These auxiliary services are in high demand and are reserved for up to 6 to 10 advertisers
per month and range in price between $5,500 to $15,000 per month.
The uniqueness of our company is that we provide
both lead generation as well as full-service brokerage services. This is an ideal situation and set up for those franchisors with a weak
sales force or for those that do not fare well with introduction of their business to new operators. The franchisors that do not fare
well are usually as a result of lack of funding or lack of resources to hire a good sales team. We provide both a virtual sales team and
a robust advertising portal.
The Portal – ieFranchise.com
portal is the key to our success. We have affiliations and established relationships with over 350 nationwide franchisors we can represent.
Without the portal, the company is nothing more than a franchise broker with a static web page. The portal provides a complete turnkey
solution for the enterprise. The portal is highly customizable and in compliance with many search engines such as: Google, Yahoo, and
others. In addition, the portal offers many plug and play features which allow the end user and the franchisor to have the best user experience,
thus providing the optimal return on their time or money spent in the portal. ieFranchise.com is a tier1 domain meaning it has been in
constant use for trade and commerce for over 20 years.
Artificial Intelligence (AI) (under development)
– One of the biggest challenges of any franchisor is selecting a suitable franchisee to operate their business in a manner described
by the franchisor. Many franchisors spend enormous amounts of money on personality tests such as Myers Briggs. Some of these compatibility
tests cost the franchisors anywhere between $10 for a simple topography compatibility test up to several thousand dollars depending on
the complexity and scope of the test they wish to conduct. With the portal, we can provide algorithms and selection processes including
those basic topography type overtures which benefit the franchisor in having artificial intelligence deployed in the selection process
to assist them in selecting the best qualified candidate. Right now, our AI program is under development, however it will use all of the
aforementioned attributes and deploy them in the system for the franchise selection.
Services – SportsQuest provides
potential prospects with the ability to connect with franchises on a consultative basis taking the edge off of the strong sales tactics
from franchisors and looking at the best interest of the prospect looking to purchase a franchise. Our close association with the latest
updates on all franchises/franchisors as well as resources for our prospects utilizing an unbiased approach will ensure that we find the
most suitable business opportunity for our prospects.
Competitive advantage
Due to the fact that we come from a franchise
background and have sold over three hundred franchises we have experience on what franchisors look for in franchisees and the importance
of franchisors to find a mutually fitting franchisee. We also have available artificial intelligence software that we are in the process
of developing for the purpose of qualifying not only employees but also potential franchisees so that we can find the best matching franchise
opportunity for them.
Service Pricing
We do not charge the potential franchisee for
our consulting services. Rather, we charge the franchisor anywhere between 25- 50% of the franchise fee. We have over 350 franchisors
we represent with pre-determined already agreed upon fees.
The Franchise Market
Primary market: Services will be marketed
in various social media portal, blogs, press releases, newsletters, franchise portals, our website, YouTube, and via social events where
we will be presenting our business card containing a bar code people can scan.
Secondary market research: Registering
with BBB (Better business Bureau), Chamber of Commerce, attending Franchise Shows and handing out our business cards, may be worth having
a booth at the franchise show, AFA (American Franchise Association), IFA (International Franchise Association), Franchise journal publication,
The Great American Franchise Expo, Franchise times, Franchise Business Review and a blog that discusses franchise news such as Blue MauMau.
In addition to this we will network by attending various events on Eventbrite and other such networking events as they arise.
According to the International Franchise Association's (IFA) 2024 Franchising
Economic Outlook, the U.S. franchising sector is projected to experience continued growth in 2024.
Franchise Establishments and Employment:
| · | The number of franchise establishments is expected to increase by more than 15,000 units, or 1.9%, reaching 821,000 units in 2024. |
| · | Franchising is anticipated to add approximately 221,000 jobs, a 2.6% growth, bringing total franchise employment to 8.9 million. |
Economic Output and GDP Contribution:
| · | The total output of franchised businesses is forecasted to rise by 4.1% to $893.9 billion in 2024, up from $860.1 billion in 2023. |
| · | Franchises' GDP is projected to grow by 4.3% to $545.8 billion, maintaining a stable 3% share of the overall U.S. economy. |
Industry and Regional Trends:
| · | Service-based industries, particularly personal services, are expected to lead growth, with the personal services sector projected
to expand by 3% to nearly 125,000 establishments. |
| · | Quick-service restaurants (QSRs) are anticipated to grow by 2.2%, reaching over 199,000 units. |
| · | The Southeast region continues to have the largest franchise concentration, with approximately 30% of all U.S. franchised businesses,
employing 2.6 million workers and contributing $268.2 billion in output. |
| · | The top ten states for franchise growth in 2024 are projected to be: Texas, Florida, Georgia, North Carolina, South Carolina, Tennessee,
Maryland, Arizona, Colorado, and Virginia. |
Regarding projections for 2025, specific statistics are not yet available.
However, the IFA's 2024 report indicates that anticipated interest rate cuts may boost business by improving financing terms for small
businesses. Real wage gains and cautiously optimistic consumer confidence are expected to contribute to sustained consumer spending. While
labor continues to be a concern, with 47% of franchisees citing labor issues as their top challenge in 2023, the overall outlook suggests
a positive trajectory for the franchising sector moving into 2025.
Source:
International Franchise Association (IFA) - Franchising Economic
Outlook 2024
Franchise.org - 2024 Franchising Economic Outlook
https://www.franchise.org/franchise-information/franchise-business-outlook/2024-franchising-economic-outlook
IFA Report PDF (2024)
https://www.franchise.org/sites/default/files/2024-02/2024%20Franchising%20Economic%20Report.pdf
Short-term goals
The short-term goals for the business are to ensure
that our source of lead generation is working without any glitches, that staff gets cross trained by creating Standard Operating Procedure
Manual that they can refer to if and when needed, lastly that KPIs (Key Performance Indicators) are established.
Long term goals
The long-term goal for SPQS is to focus on developing
opportunities for people in Florida and then grow our business into other states. Developing a strong Customer Relationship Management
tool that allows us to manage staff and cater to their needs by providing them with all the necessary resources they need to succeed.
Service features and benefits
Franchise Consulting service will be provided
without any charge to the end-user by SportsQuest. It is only after the sale is made by the franchisor will the 25-100% of the franchise
fee be received by the FCP. This methodology proves to have no pressure tactic for the potential franchisee or end-user. As FCPs we ensure
that the franchisee or the potential franchisee receives valuable information and support without the direct pressure tactics some franchisors
utilize to close the sale. Moreover, the support provided by the franchise consultant continues until the end-user becomes a franchisee.
The best part is that as FCPs we do not favor one franchisor over another, as we work with the potential franchisee by finding out exactly
what their needs are, based on their lifestyle and financial capability. As one can see there are numerous benefits to working with a
franchise consultant versus going directly to a franchisor.
The secondary service provided by SportsQuest
is selling unused or excess leads to franchisors, similar to franchise portals such as franchisegator.com
Our third source of revenue is from speaking to
potential private businesses that wish to franchise their business.
The fourth revenue source comes from referrals
we provide to potential franchisees for funding or legal advice.
Target Customer
| Target Customer |
Demographic Profile |
| 1. Entrepreneur |
This includes people: that have been given the golden parachute, looking to purchase a franchise, people looking to start their own business and be their own boss |
| 2. Franchisor |
This includes franchisors: that need fresh quality leads that are qualified |
| 3. Independent business owners |
This includes established business owners looking to expand their business |
| 4. Franchisors/ independent business owners |
This includes business owners that wish to take their company public, merge, and acquire another business or go public all strategies allow for these companies to have an exit strategy and/or raise additional capital for the growth or marketing needs for instance. |
Target Market Specifics
| College |
Candidates |
| Age |
25 to 60 |
| Gender |
Not Relevant |
| Location |
Starting in Florida |
| Income |
Not Relevant |
| Occupation |
Not Relevant |
| |
|
| Education Level |
High School with Business experience or higher |
| Industry |
Not Relevant |
| Size |
Not Relevant |
| Stage in Business |
Growing or mature business with qualifying startups |
| Annual Sales |
Not Relevant |
Key competitors
The Leading Players involved in the global Franchise
Consulting market are:
| Competitor |
How they differ |
How we differ |
Benefits we have |
| Franchise Direct |
Franchise advertising portal |
We advertise on our portal as well for franchise opportunities |
However, we focus on utilizing a consultative approach based on the needs of the prospect and not on the wants, by educating prospects on the realities of owning one franchise over another that suits their lifestyle. |
| FranNet |
Use a consultative approach with training of their FCPs |
Training provided is 5 weeks |
Communication software provided is superior. The Training is less but company looks for experienced entrepreneurs. |
| The Entrepreneur’s Source |
Coach potential FCPs |
Base selection on already experienced franchisees or franchisors |
Although training is great being in the trenches and having the experience is fundamental to success. |
| Franchise America |
More of an advertising portal |
Our focus is not only to advertise but to provide most relevant information on the franchisor based on prospect needs |
The affiliate relationship we have with BAI allows us to provide potential prospects with the most accurate information on the franchisor/franchise |
| iFranchise Group |
Focus on assisting existing franchisors/franchisees |
Focus on assisting people looking to purchase a franchise |
We are in constant contact with franchisors so we are able to pass the changes occurring in the franchise to our prospects for their benefit and selection |
| FranChoice |
Utilize a consultative approach with prospect |
Not much different than our system |
We are able to provide franchisors with various funding strategies should the need arise benefiting the franchisee indirectly |
| Sunbelt Business Brokers |
Assist in purchasing various businesses that are not necessarily franchise specific |
Focus on franchises only and vetted businesses |
Having the inside scoop of business that have to file a FDD makes the opportunity much safer for the potential prospect |
| FranServe |
Provide annual conferences for networking |
Provides lead support , great CRM and weekly newsletters that can be used for educational purposes and to provide any potential candidates |
Funding partners support and Franchise lawyer support available. |
| The Franchise Maker |
Teach how to franchise your private business |
Liaison between the franchisor and franchisee to find best fitting opportunity for the potential franchisee |
We have two actively participating candidates that either are in business or is looking to be in business making the process much easier as we utilize all the provided tools to find the best fitting franchise for the potential candidates |
| The Franchise Consulting Company |
Great resource of information but too much diversification on the website can spread the services too wide and defocus customers |
Our key components on our website focus on consulting services and lead generation |
From experience if one places too many services on a website this can lead to defocusing of customers and loss of potential customers. |
Positioning/Niche
Expertise
Based on years of experience in the consultancy
and sales side of the business and dealing with entrepreneurs we bring years of experience in the field of franchising, marketing, mergers
and acquisitions. We stay on top of the various changing laws in the industry by subscribing to legitimate government websites and utilizing
lawyers we have known in the industry for a long time for advice. Our skills and experience have been developed over years. We are not
new in this business; we are confident that we can succeed.
Competition
There are several competitors in the franchise
consultant business, but not all have the number of years and experience we bring to the table. Others have a lack of expertise in 2 or
3 of the areas we excel in such as producing various exit strategies and the development of artificial intelligence software primarily
utilized to qualify potential franchisees thus placing us in an advantageous position.
Change Rate and Product Life Cycle
Some employers may choose to hire an employee
to provide consultancy to the president of the company, but finding an ideal consultant that is well rounded with years of experience
and no pay is next to impossible. As consultants we only get paid when we align the entrepreneur with the ideal franchisor.
Predictability and Complexity
If an entrepreneur decides to talk to one of our
competitors after talking to us, they may soon find out that they provide no exit strategy, something that is crucial to every business.
As consultants we can find a perfectly matching franchisor, take the private company public, find them a merger and acquisition candidate,
or help them find their own way of franchising their business.
Reputation, Word of Mouth and Referrals
As President of various other companies Irina
V has developed a reputation as a person with integrity and knowledgeable in various industries working as consultant to both public and
private companies. Irina's vast knowledge in the industry has made her a point of reference in dealing with both private and public companies.
Barriers to Entry
It takes years of experience and research to gain
the knowledge that SportsQuest has gained over the years. This is not easy to replicate nor to cover that much knowledge in a short time.
Target Market
Our target market is entrepreneurs looking for
a new business opportunity, an exit strategy, and alternatives to working for someone else because they wish to be their own boss. Individuals
either out of university where parents are able to help until they get started, individuals that have been in business for a while, but
are looking for a change, individuals that would like to franchise their business, individuals seeking a solution for an exit strategy.
Women looking to add revenue to the household by starting a business, and veterans looking to start a business are ideal candidates.
Advertising and Marketing
Advertising and marketing of our services will
take the following forms:
| |
Advertising: |
| |
● |
Online |
| |
● |
Print |
| |
● |
Radio |
| |
● |
Cable television |
| |
Marketing may include: |
| |
● |
Business website |
| |
● |
Social media marketing |
| |
● |
Email marketing |
| |
● |
Mobile marketing |
| |
● |
Search engine optimization |
| |
● |
Content marketing |
| |
● |
Print marketing materials (brochures, flyers, business cards) |
| |
● |
Public relations |
| |
● |
Trade shows |
| |
● |
Networking |
| |
● |
Word-of-mouth |
| |
● |
Referrals |
| |
Promotional budget |
| |
● |
Before startup : $8,000 |
| |
● |
On an ongoing basis : $10,000 |
| Marketing Expenses Strategy Chart |
Target Market 1
Leads |
Target Market 2
Entrepreneurs |
Target Market 3
Franchisors |
One-Time
Expenses |
Website development
$5,000 |
Website development
$5,000 |
Website development
$5,000 |
| Monthly or Annual Expenses |
SEO
$4,000/mo. |
SEM
$4,000/mo. |
GOOGLE Marketing
$3,000/mo. |
| Labor Costs |
Lead caller
$3,000/mo. |
Consultant
Commission based on sales |
Marketing Sales Consultant
$ 2,500/mo. |
Employees
As of the date of this Form-10, the Company has
4 full-time, employees There is no collective agreement between the Company and its employees.
The employment relationship between employees and the Company is standard for the industry.
Corporate Information
Our corporate offices are located at 500 Australian Avenue, West Palm
Beach, FL, 33401. Our telephone number is +1 561 631 9221.
You should
carefully consider the risks described below together with all of the other information included in this registration statement before
making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic
facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially
from those set forth in or implied by forward-looking statements. If any of the following risks occurs, our business, financial condition
or results of operations could be harmed. In that case, you may lose all or part of your investment. In addition to other information
in this registration statement and in other filings we make with the Securities and Exchange Commission, the following risk factors should
be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial
condition. If any of the following risks occurs, our business, financial condition, results of operations and future prospects could be
materially and adversely affected. Because of the following factors, as well as other variables affecting our operating results, past
financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends
to anticipate results or trends in future periods.
Risks Related to the Company and Its Business
The Company has a limited operating
history.
While the Company was incorporated in 1986, the
Company has only operated under its current business model for a limited time. There can be no assurance that the Company’s proposed
plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their
investment. There is no guarantee that it will ever realize any significant operating revenues or that its operations will ever be profitable.
We are dependent upon management, key personnel,
and consultants to execute our business plan.
Our success is heavily dependent upon the continued
active participation of our current management team, especially our current executive officer. Loss of this individual could have a material
adverse effect upon our business, financial condition, or results of operations. Further, our success and the achievement of our growth
plans depends on our ability to recruit, hire, train, and retain other highly qualified technical and managerial personnel. Competition
for qualified employees among companies in our industry, and the loss of any of such persons, or an inability to attract, retain, and
motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect
on our business. If we are unable to attract and retain the necessary personnel, consultants, and advisors, it could have a material adverse
effect on our business, financial condition, or operations.
Although we are dependent upon certain key
personnel, we do not have any key man life insurance policies on any such people.
We are dependent upon management in order to conduct
our operations and execute our business plan; however, we have not purchased any insurance policies with respect to those individuals
in the event of their death or disability. Therefore, should any of those key personnel, management, or founders die or become disabled,
we will not receive any compensation that would assist with any such person’s absence. The loss of any such person could negatively
affect our business and operations.
Changes in employment laws or regulations
could harm our performance.
Various federal and state labor laws govern the
Company’s relationship with our employees and affect operating costs, including labor laws of non-USA jurisdictions. These laws
may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare
laws, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number
of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime
pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor
Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.
The Company is subject to income taxes as
well as non-income-based taxes such as payroll, sales, use, value-added, net worth, property, and goods and services taxes.
Significant judgment is required in determining
our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations
where the ultimate tax determination is uncertain. Although the Company believes that our tax estimates will be reasonable: (i) there
is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income
tax provisions, expense amounts for non-income-based taxes and accruals and (ii) any material differences could have an adverse effect
on our financial position and results of operations in the period or periods for which a determination is made.
The limited rights of legal recourse against
us, and our lack of insurance protection expose us and our shareholders to the risk of loss of our digital assets for which no person
is liable.
The digital assets held by us are not insured.
Further, banking institutions will not accept our digital assets; they are therefore not insured by the Federal Deposit Insurance Corporation
(“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Therefore, a loss may be suffered with respect
to our digital assets which is not covered by insurance, and we may not be able to recover any of our carried value in these digital assets
if they are lost or stolen or suffer significant and sustained reduction in conversion spot price. If we are not otherwise able to recover
damages from a malicious actor in connection with these losses, our business and results of operations may suffer, which may have a material
negative impact on our stock price.
We are not subject
to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.
We have not
been subject to Sarbanes-Oxley throughout our operating history and therefore have not previously developed the internal infrastructure
necessary to complete an attestation of our financial controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. We expect to
incur substantial expenses and diversion of management’s time if and when it becomes necessary to perform the system and process
evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
There
is no guarantee that we will have sufficient cash flow from our business to pay our indebtedness or that we will not incur additional
debt.
Holders of
convertible notes issued by us may convert such notes at their option prior to the scheduled maturities of the respective convertible
notes under certain circumstances pursuant to the terms of such notes. Upon conversion of the applicable convertible notes, we will be
obligated to deliver cash and/or shares pursuant to the terms of such notes. Moreover, holders of such convertible notes may have the
right to require us to repurchase their notes upon the occurrence of a fundamental change pursuant to the terms of such notes.
Our ability
to make scheduled payments of the principal and interest on our indebtedness when due, to make payments upon conversion or repurchase
demands with respect to our convertible notes, or to refinance our indebtedness as we may need or desire, depends on our future performance,
which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not generate cash flow from
future operations sufficient to satisfy our obligations under our existing indebtedness and any future indebtedness we may incur, and
to make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives,
such as reducing or delaying investments or capital expenditures, selling assets, refinancing, or obtaining additional equity capital
on terms that may be onerous or highly dilutive. Our ability to refinance existing or future indebtedness will depend on the capital markets
and our financial condition at such time. In addition, our ability to make payments may be limited by law, by regulatory authority, or
by agreements governing our future indebtedness. We may not be able to engage in these activities on desirable terms or at all, which
may result in a default on our existing or future indebtedness and harm our business, financial condition, and operating results.
Our operating plan relies in large part
on assumptions and analysis developed by the Company. If these assumptions prove to be incorrect, the Company’s actual operating
results may be materially different from our forecasted results.
Whether actual operating results and business developments will be
consistent with the Company's expectations and assumptions as reflected in its forecast depends on a number of factors, many of which
are outside the Company's control, including, but not limited to:
| • | whether the Company can obtain sufficient capital to sustain and grow its business |
| • | our ability to manage the Company's growth |
| • | demand for the Company's products and services |
| • | the timing and costs of new and existing marketing and promotional efforts |
| • | competition |
| • | the Company's ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel |
| • | the overall strength and stability of domestic and international economies |
| • | consumer spending habits |
Unfavorable changes in any of these or other factors, most of which
are beyond the Company's control, could materially and adversely affect its business, results of operations and financial condition.
Our
indebtedness could adversely affect our financial condition or operations, and our ability to raise additional capital financing on favorable
terms.
We will likely need to
raise additional capital through debt and/or equity financing. There can be no assurance that adequate debt and equity financing will
be available on satisfactory terms. Any such failure to service our debt or an inability to obtain further financing could have a negative
effect on our business and operations.
Additional financing
may not be available to us when we need or want it, nor may it be available on satisfactory terms.
We have limited
capital and there is no assurance that our current capital is sufficient to implement our business plan. We will likely require additional
debt and/or equity financing to pursue our growth and business strategy, including enhancements to our operations infrastructure and improving
our ability to respond to competitive pressures. There can be no assurance that adequate debt and/or equity financing will be available
or offered on satisfactory terms. Any failure to obtain further financing could have a materially adverse effect on our business, financial
condition, and operating results.
Our ability to
maintain customer satisfaction depends in part on the quality of our customer support. Failure to maintain high-quality customer support
could have an adverse effect on our business, results of operation, and financial condition.
Our ability to
attract new customers and retain existing customers depends in part on our ability to maintain a consistently high level of customer
support. We believe that the quality of our customer support is, and will continue to be, an integral part of the user experience
and a key differentiator from competing platforms. These means of providing customer support
may not be sufficient to meet our customers’ support needs, and while we plan to develop a customer support capability, there
can be no assurance that we will be successful in developing such capabilities or that such capabilities, even if developed, will be
sufficient to meet our customers’ support needs. If we do not help our customers quickly resolve issues and provide effective
ongoing support, or if our support personnel or methods of providing support are insufficient to meet the needs of our customers, it
could adversely affect our customers’ experience and negatively impact our reputation and brand, our ability to attract and
retain customers. The growth of our business will continue to place significant demands on our customer support resources. If we are
not able to meet the customer support needs of our customers, we may need to increase our support coverage, which may reduce our
profitability.
Our risk management
efforts may not be effective to prevent fraudulent activities by third-party providers or other parties, which could expose us to material
financial losses and liability and otherwise harm our business.
We contract with third-party
providers for applications available through our platform, as well as some services required to maintain the platform. We may be targeted
by parties, including customers, hackers, or third-party providers, who seek to commit acts of financial fraud using techniques such as
stolen identities and bank accounts, compromised email accounts, employee or insider fraud, account takeover, or other types of fraud.
We may suffer losses from acts of financial fraud committed by our employees or third parties.
The techniques used to
perpetrate fraud on our platform and the applications accessed through our platform are continually evolving, and we expend considerable
resources to monitor and combat them, and to inform customers of the limits to the control we have over third-party provider activities.
Additionally, when we introduce new products and applications, or expand existing products, we may not be able to identify all risks created
by the new products or applications. Our risk management policies and procedures may not be sufficient to identify all of the risks to
which we or our customers are exposed, to enable us to prevent or mitigate the risks we have identified, or to identify additional risks
to which we or our customers may become subject in the future. Furthermore, our risk management policies and procedures may contain errors,
or our employees or agents may commit mistakes or errors in judgment as a result of which we may suffer large financial losses.
The high level of competition in the franchising industry could
materially and adversely affect our business.
We compete with the following industry participants:
other franchising consultants; business consultants; accountants; business brokers; attorneys; and other businesses that rely on emerging
business’ discretionary spending. We may not be able to compete effectively in the markets in which we operate. Competitors may
attempt to copy our business model, or portions thereof, which could erode our market share and brand recognition and impair our growth
rate and profitability. Competitors, including companies that are larger and have greater resources than us, may compete with us to attract
clients in our markets. This competition may limit our ability to attract and retain existing clients and our ability to attract new clients,
which in each case could materially and adversely affect our results of operations and financial condition.
If we are unable to anticipate and satisfy consumer preferences
and shifting views of franchising, our business may be adversely affected.
Our success depends on our ability to anticipate
and satisfy consumer preferences relating to franchising. Our business is and all of our services are subject to changing consumer preferences
that cannot be predicted with certainty. Developments or shifts in research or public opinion on the types of franchising services we
provide could negatively impact the business or consumers’ preferences for franchising services could shift rapidly to different
types of franchising centers or at-home fitness options; and we may be unable to anticipate and respond to shifts in consumer preferences.
It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our business
model, or that consumers would prefer franchising opportunities outside of business operations that do not align with our business model.
Failure to predict and respond to changes in public opinion, public research and consumer preferences could adversely impact our business.
We may be unable to attract and retain clients,
which would materially and adversely affect our business, results of operations and financial condition.
Our target market is business educated people
seeking to expand and help clients with finding the right franchise opportunity for their situation. The success of our business depends
on our and our franchise consultants’ ability to attract and retain clients. Our and our franchisees’ marketing efforts may
not be successful in attracting client’s business levels may materially decline over time, especially at locations in operation
for an extended period of time. Some of the factors that could lead to a decline in new clients include changing desires and behaviors
of consumers or their perception of our brand, a shift to digital fitness versus our core bricks and mortar fitness offerings, changes
in business spending trends and general economic conditions, market maturity or saturation, a decline in our ability to deliver quality
service at a competitive price, an increase in monthly clientship dues due to inflation, direct and indirect competition in our industry
and a decline in the public’s interest in franchising, among other factors.
We and our franchisees rely heavily on information
systems, and any material failure, interruption or weakness may prevent us from effectively operating our business and damage our reputation.
We and our franchisees may rely on information
systems managed by third parties, to interact with our franchisees and clients and collect, maintain, store and transmit member information,
billing information and other personally identifiable information, including for the operation of stores, collection of cash, legal and
regulatory compliance, management of our supply chain, accounting, staffing, payment of obligations, ACH transactions, credit and debit
card transactions and other processes and procedures. Our ability to efficiently and effectively manage our franchisee and corporate-owned
operations depends significantly on the reliability and capacity of these systems, and any potential failure of these third parties to
provide quality uninterrupted service is beyond our control.
Our and our franchisees’ operations depend
upon our ability, and the ability of our franchisees and third-party service providers (as well as their third-party service providers),
to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other
catastrophic events, as well as from internal and external security breaches, viruses, denial-of-service attacks and other disruptions.
The failure of these systems to operate effectively, stemming from maintenance problems, upgrading or transitioning to new platforms,
expanding our systems as we grow, a breach in security or other unanticipated problems could result in interruptions to or delays in our
business and member services and reduce efficiency in our operations. In addition, the implementation of technology changes and upgrades
to maintain current and integrate new systems may also cause service interruptions, operational delays due to the learning curve associated
with using a new system, transaction processing errors and system conversion delays and may cause us to fail to comply with applicable
laws. If our information systems, or those of our franchisees and third-party service providers (as well as their third-party service
providers), fail and our or our partners’ third-party back-up or disaster recovery plans are not adequate to address such failures,
our revenues and profits could be reduced and the reputation of our brand and our business could be materially adversely affected, which
in turn may materially and adversely affect our results of operations and financial condition.
If we fail to properly maintain the confidentiality
and integrity of our data, including credit card, debit card, bank account information and other personally identifiable information,
our reputation and business could be materially and adversely affected.
In the ordinary course of business, we and our
franchisees collect, maintain, store and transmit member and employee data, including credit and debit card numbers, bank account information,
driver’s license numbers, dates of birth and other highly sensitive personally identifiable information, in information systems
that we maintain and in those maintained by franchisees and third parties with whom we contract to provide services. In 2019, we introduced
a mobile application that tracks exercise and activity-related data, which may in the future track other personal information. Some of
this data is sensitive and could be an attractive target of a criminal attack by malicious third parties with a wide range of motives
and expertise, including lone wolves, organized criminal groups, “hacktivists,” disgruntled current or former employees and
others. The integrity and protection of member and employee data is critical to us.
Despite the security measures we have in place
to comply with applicable laws and rules, our facilities and systems, and those of our franchisees and third-party service providers (as
well as their third-party service providers), may be vulnerable to security breaches, acts of cyber terrorism or sabotage, vandalism or
theft, computer viruses, loss or corruption of data, programming or human errors or other similar events. Furthermore, the size and complexity
of our information systems, and those of our franchisees and our third-party service providers (as well as their third-party service providers),
make such systems potentially vulnerable to security breaches from inadvertent or intentional actions by our employees, franchisees or
vendors, or from attacks by malicious third parties. Because such attacks are increasing in sophistication and change frequently in nature,
we, our franchisees and our third-party service providers may be unable to anticipate these attacks or implement adequate preventative
measures, and any compromise of our systems, or those of our franchisees and third-party service providers (as well as their third-party
service providers), may not be discovered and remediated promptly. Changes in consumer behavior following a security breach or perceived
breach, act of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data or programming or human error
or other similar event affecting a competitor, large retailer or financial institution may materially and adversely affect our business,
which in turn may materially and adversely affect our results of operations and financial condition.
Our franchisees could take actions that harm our business.
Our franchisees are contractually obligated to
operate their stores in accordance with the operational, safety and health standards set forth in our agreements with them, including
adherence to applicable laws and regulations. However, franchisees are independent third parties and their actions are outside of
our control. In addition, we cannot be certain that our franchisees will have the business acumen or financial resources necessary to
operate successful franchises in their approved locations, and certain state franchise laws limit our ability to terminate or not renew
these franchise agreements. Our franchisees own, operate and oversee the daily operations of their stores. As a result, the ultimate success
and quality of any franchise store rests with the franchisee. If franchisees do not successfully operate stores in a manner consistent
with required standards and comply with local laws and regulations, franchise fees and royalties paid to us may be adversely affected,
and our brand image and reputation could be harmed, which in turn could materially and adversely affect our results of operations and
financial condition.
Although we believe we generally maintain positive
working relationships with our franchisees, disputes with franchisees could damage our brand image and reputation and our relationships
with our franchisees generally.
Our business is subject to various laws
and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, could adversely
affect our business.
We are subject to the FTC Franchise Rule, which
is a trade regulation imposed on franchising promulgated by the FTC that regulates the offer and sale of franchises in the United States
and that requires us to provide to all prospective franchisees’ certain mandatory disclosure in a franchise disclosure document
(“FDD”). In addition, we are subject to state franchise registration and disclosure laws in approximately 14 states and various
state business opportunity laws that regulate the offer and sale of franchises by requiring us, unless otherwise exempt, to register our
franchise offering in those states prior to our making any offer or sale of a franchise in those states and to provide a FDD to prospective
franchisees in accordance with such laws. We are subject to franchise disclosure laws in States that regulate the offer and sale of franchises
by requiring us, unless otherwise exempt, to prepare and deliver a franchise disclosure document to disclose our franchise offering in
a prescribed format to prospective franchisees in accordance with such laws, and that regulate certain aspects of the franchise relationship.
We are subject to similar franchise sales laws in Canada, Mexico, and Australia (should we expand internationally), and may become subject
to similar laws in other countries in which we may offer franchises in the future. Failure to comply with such laws may result
in a franchisee’s right to rescind its franchise agreement and damages, and may result in investigations or actions from federal
or state franchise authorities, civil fines or penalties, and stop orders, among other remedies. We are also subject to franchise relationship
laws in approximately 20 states and in various U.S. territories that regulate many aspects of the franchise relationship including, depending
upon the jurisdiction, renewals and terminations of franchise agreements, franchise transfers, the applicable law and venue in which franchise
disputes must be resolved, discrimination and franchisees’ right to associate, among others. Our failure to comply with such franchise
relationship laws could result in fines, damages and our inability to enforce franchise agreements where we have violated such laws. Although
we believe that our FDDs, franchise sales practices and franchise activities comply with such franchise sales laws and franchise relationship
laws, our non-compliance could result in liability to franchisees and regulatory authorities (as described above), inability to enforce
our franchise agreements and a reduction in our anticipated royalty revenue, which in turn may materially and adversely affect our business
and results of operations.
We and our franchisees are also subject to the
Fair Labor Standards Act of 1938, as amended, and various other laws in the United States, Canada, Panama, Mexico and Australia governing
such matters as minimum-wage requirements, overtime and other working conditions. Based upon our experience with hiring employees and
operating corporate-owned stores, we believe a significant number of our and our franchisees’ employees are paid at rates related
to the U.S. federal or state minimum wage, and past increases in the U.S. federal and/or state minimum wage have increased labor costs,
as would future increases. Any increases in labor costs might result in our and our franchisees inadequately staffing stores. Such increases
in labor costs, and those that may arise due to other changes in labor laws or as a result of low unemployment rates, could affect store
performance and quality of service, decrease royalty revenues and adversely affect our brand.
Our and our franchisees’ operations and
properties are subject to extensive U.S., Canadian, Panamanian, Mexican and Australian, federal, international, state, provincial and
local laws and regulations, including those relating to environmental, building and zoning requirements. Our and our franchisees’
development of properties depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning,
land use, environmental, traffic and other regulations and requirements. Failure to comply with these legal requirements could result
in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability, which
could adversely affect our business.
We and our franchisees are responsible at stores
we each operate for compliance with state, provincial and local laws that regulate the relationship between stores and their clients. Many
states and provinces have consumer protection regulations that may limit the collection of clientship dues or fees prior to opening, require
certain disclosures of pricing information, mandate the maximum length of contracts and “cooling off” periods for clients
(after the purchase of a clientship), set escrow and bond requirements for stores, govern member rights in the event of a member relocation
or disability, provide for specific member rights when a store closes or relocates, or preclude automatic clientship renewals. Our or
our franchisees’ failure to comply fully with these rules or requirements may subject us or our franchisees to fines, penalties,
damages and civil liability, or result in clientship contracts being void or voidable. In addition, states or provinces may update
these laws and regulations. Any additional costs which may arise in the future as a result of changes to the legislation and regulations
or in their interpretation could individually or in the aggregate cause us to change or limit our business practices, which may make our
business model less attractive to our franchisees or our clients.
If we fail to develop, maintain, and enhance
our brand and reputation, our business, operating results, and financial condition may be adversely affected.
Our brand and reputation are key assets and a
competitive advantage. Maintaining, protecting, and enhancing our brand depends largely on the success of our marketing efforts, ability
to provide consistent, high-quality, and secure products, services, features, and support, and our ability to successfully secure, maintain,
and defend our rights to use the “Coinbase” mark and other trademarks important to our brand. We believe that the importance
of our brand will increase as competition further intensifies. Our brand and reputation could be harmed if we fail to achieve these objectives
or if our public image were to be tarnished by negative publicity, unexpected events, or actions by third parties. Unfavorable publicity
about us, including our products, services, technology, customer service, personnel, and crypto asset or crypto asset platforms generally
could diminish confidence in, and the use of, our products and services.
Other Risks
We may not realize
the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business and management.
In the future, we may
acquire additional companies, project pipelines, products, or technologies or enter into join ventures or other strategic initiatives.
We may not realize the anticipated benefits of an acquisition and each acquisition has numerous risks. These risks include the following:
| · | high volatility in the value of cryptocurrencies generally and in the value of Bitcoin and Ethereum particularly,
and the effect of such volatility on our ability to operate profitably; |
| · | changes in the regulatory and legal environments in Latin America and the Caribbean Region in which we
operate may lead to future challenges to operating our business or may subject our business to added costs with the result that some or
all of our operating facilities become less profitable or unprofitable altogether; |
| · | changes in United States tax laws may impose burdensome reporting or regulation on our operations; |
| · | risks related to our failure to continue to obtain financing on a timely basis and on acceptable terms; |
| · | our ability to keep pace with technology changes and competitive conditions; |
| · | other risks and uncertainties related to our business plan and business strategy; and |
| · | the impact on the world economy of coronavirus (“COVID-19”). |
Our platform may be exploited to facilitate
illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If any of our customers use our platform to further
such illegal activities, our business could be adversely affected.
Our platform may be exploited to facilitate illegal
activity including fraud, money laundering, gambling, tax evasion, and scams. We or our partners may be specifically targeted by individuals
seeking to conduct fraudulent transfers, and it may be difficult or impossible for us to detect and avoid such transactions in certain
circumstances. The use of our platform for illegal or improper purposes could subject us to claims, individual and class action lawsuits,
and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability
and reputational harm for us. Moreover, certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction,
and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is
significant uncertainty and cost associated with detecting and monitoring transactions for compliance with local laws. In the event that
a customer is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental
inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. Changes in
law have also increased the penalties for money transmitters for certain illegal activities, and government authorities may consider increased
or additional penalties from time to time. Owners of intellectual property rights or government authorities may seek to bring legal action
against money transmitters, including us, for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting
claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our
business.
Risks Related to
the Ownership of Our Common Stock
If
we are subject to Securities and Exchange Commission regulations relating to low-priced stocks, the market for our common stock could
be adversely affected.
The SEC
has adopted regulations concerning low-priced or “penny” stocks. The regulations generally define “penny stock”
to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our shares are offered
at a market price less than $5.00 per share, and do not qualify for any exemption from the penny stock regulations, our shares may become
subject to these additional regulations relating to low-priced stocks.
The penny
stock regulations require that broker-dealer who recommend penny stocks to persons other than institutional accredited investors make
a special suitability determination for the purchase, receive the purchaser’s written agreement to the transaction prior to the
sale and provide the purchaser with risk disclosure documents that identify risks associated with investing in penny stocks. Furthermore,
the broker-dealer must obtain a signed and dated acknowledgment form the purchaser demonstrating that the purchaser has actually received
the required risk disclosure document before effecting a transaction in penny stock. These requirements have historically resulted in
reducing the level of trading activity in securities that become subject to the penny stock rules.
The additional
burdens imposed upon broker-dealers by these penny stock requirements may discourage broker-dealers from effecting transactions in the
common stock, which could severely limit the market liquidity of our common stock and our shareholders’ ability to sell our common
stock in the secondary market.
The trading price of our common stock is likely to continue to
be volatile.
The trading price of
our common stock has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of
which are beyond our control. The stock market in general has experienced, and likely will continue to experience, substantial price and
volume fluctuations that are often unrelated or disproportionate to the operating performances of companies. Our common stock may be traded
by short sellers which may put pressure on the supply and demand for our company stock, further influencing volatility in its market price.
Public perception and other factors outside of our control may additionally impact our stock price and volatility. The market price of
our common stock will likely fluctuate significantly in response to the following or other factors, again some of which are beyond are
control:
| |
• |
Significant delays in our supply channel; |
| |
• |
Inability to raise additional capital or do so on favorable terms, if necessary, to maintain or grow our operations; |
| |
• |
Additions or departures of key personnel; |
| |
• |
Future sales of our common stock; |
| |
• |
Stock market price and volume fluctuations attributable to inconsistent trading volume levels of our stock; |
| |
• |
Commencement of or involvement in litigation; and |
| |
• |
Our inability to effectively manage our current and future operations. |
We may fail to meet
our publicly announced guidance or other expectations about our business, which could cause our stock price to decline.
From time-to-time we
may provide guidance regarding our expected financial and business performance. Correctly identifying key factors affecting business conditions
and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate. Our guidance is based
on certain assumptions such as those relating to sales volumes (which generally are not linear throughout a given period), average sales
prices, supplier and commodity costs, and planned cost reductions. If our guidance varies from actual results due to our assumptions not
being met or the impact on our financial performance that could occur as a result of various risks and uncertainties, the market value
of our common stock could decline significantly.
Transactions relating
to our convertible notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock.
The conversion of some
or all of the convertible notes issued by us, or our subsidiaries would dilute the ownership interests of existing stockholders to the
extent we deliver shares upon conversion of any of such notes by their holders, and we may be required to deliver a significant number
of shares. Any sales in the public market of the common stock issuable upon such conversion could adversely affect their prevailing market
prices. In addition, the existence of the convertible senior notes may encourage short selling by market participants because the conversion
of such notes could be used to satisfy short positions, or the anticipated conversion of such notes into shares of our common stock could
depress the price of our common stock.
We do not anticipate
paying any dividends on our common stock.
We do not anticipate
paying any dividends on our common stock for the foreseeable future. Rather, we intend to retain any future earnings for use in the operation
and expansion of our business.
General Risk Factors
Unanticipated changes
in our tax provisions, the adoption of a new U.S. tax legislation, or exposure to additional income tax liabilities could affect our profitability.
We are subject to income
taxes, and are therefore subject to potential tax examinations, in the United States. Tax authorities may disagree with our tax positions
and assess additional taxes. We regularly assess the likely outcome of these examinations in order to determine the appropriateness of
our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these potential examinations, and
the amounts ultimately paid upon resolution of examinations could be materially different from the amount previously included in our income
tax expense and therefore, could have a material impact on our tax provision, net income, and cash flows. In addition, our future effective
tax rate could be adversely affected by changes to our operating structure, changes in the valuation of deferred tax assets and liabilities,
changes in tax laws, and the discovery of new information in the course of our tax return preparation process. In addition, recently announced
proposals for new U.S. tax legislation could have a material effect on the results of our operations, if enacted.
We
are susceptible to changes in employment laws and regulations or to changes in employment classifications by government agencies.
As we expand our operations,
we may become subject to additional federal and state employment laws. Therefore, we may be required to allocate resources, including
management’s time, to establishing a policy pursuant to which we evaluate any changes in federal and state laws to ensure our compliance
with these requirements. In addition, other factors beyond our control, including increases in minimum wage requirements, overtime pay,
healthcare reform, and other laws and regulations affecting employees, independent contractors, and other third-party service providers,
could have a material adverse effect on our business, financial condition, and results of operation.
We
depend on third-party providers for internet, other communication infrastructures and data management systems upon which our operations
critically rely.
We rely on
third-party service providers for substantially all of our communication and information technology systems, including for product data
management, procurement, inventory management, operations planning and execution, sales, service, and logistics, financial, tax and regulatory
compliance systems. We rely on our third-party service providers to protect our systems and databases against intellectual property theft,
data breaches, sabotage and other external or internal cyber-attacks or misappropriation. No assurances can be made that third-party service
providers will protect against those and other risks. Any disruption, either temporary or permanent, to our communication and technology
systems would likely have a significant adverse material effect on our business, financial condition, and operating results.
Our operations
could be adversely affected by events outside of our control, such as natural disasters, wars, or health epidemics.
We may be impacted
by natural disasters, wars, health epidemics, or other events outside of our control. If major disasters such as earthquakes, floods,
fires, or other events occur, or our information system or communications breaks down or operates improperly, our headquarters and/or
exploration operations on our various mining properties may be seriously damaged, or we may have to stop or delay our operations. In addition,
the global COVID-19 pandemic has impacted economic markets, manufacturing operations, supply chains, employment and consumer behavior
in nearly every geographic region and industry across the world, and we have been, and may in the future be, adversely affected as a result.
We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business,
operating results, and financial condition.
| Item 2. |
Financial Information. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fiscal Year End
We have included with this offering circular unaudited
financial statements for the nine months ended September 30, 2024, and September 30, 2023, as well as audited financial statements for
the fiscal years ended December 31, 2023, and December 31, 2022.
Forward-Looking Statements
Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally
are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will
continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability
to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse
effect on our operations and future prospects on a consolidated basis include but are not limited to changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Business Development Plan
Primary market: Services will be marketed
in various social media portal, blogs, press releases, newsletters, franchise portals, our website, YouTube, and via social events where
we will be presenting our business card containing a bar code people can scan.
Secondary market research: registering
with BBB (Better business Bureau), Chamber of Commerce, attending Franchise Shows and handing out our business cards, may be worth having
a booth at the franchise show, AFA (American Franchise Association), IFA (International Franchise Association), Franchise journal publication,
The Great American Franchise Expo, Franchise times, Franchise Business Review and a blog that discusses franchise news such as Blue MauMau.
In addition to this we will network by attending various events on EventBrite and other such networking events as they arise.
In accordance with the International Franchise
Association the “The overall number of franchise establishments will increase by almost 15,000 units in 2023, or 1.9%, to 805,000
units in the U.S. Franchising added approximately 254,000 jobs in 2023. Growing at 3.0%, total franchise employment is forecasted to reach
8.7 million.
Franchises’ GDP share of the overall economy
will remain stable at 3%. Compared with 2022, franchises’ GDP — the monetary value of all the finished goods and services
produced within U.S. borders — will grow at a slightly slower pace of 4.2% to $521.3 billion.
Service-based industries and quick-service restaurants
will witness higher growth than other industries. On the state and regional level, the report shows that states have experienced different
rates of franchise business growth due to disparities in business climates, migration trends, the labor market, and major industry investments.
Summary of Our Opportunity
Franchise Consulting service will be provided
without any charge to the end-user by SportsQuest. It is only after the sale is made by the franchisor that the franchisor will pay 25-100%
of the franchise fee to us as the franchise consultant. This methodology proves to have no pressure tactic for the potential franchisee
or end-user. As FCPs we ensure that the franchisee or the potential franchisee receives valuable information and support without the direct
pressure tactics some franchisors utilize to close the sale. Moreover, the support provided by the franchise consultant continues until
the end-user becomes a franchisee. The best part is that as FCPs we do not favor one franchisor over another, as we work with the potential
franchisee by finding out exactly what their needs are, based on their lifestyle and financial capability. As one can see there are numerous
benefits to working with a franchise consultant versus going directly to a franchisor.
The secondary service provided by SportsQuest
is selling unused or excess leads to franchisors similar to franchise portals such as franchisegator.com
Our third revenue source is from speaking to potential
private businesses that wish to franchise their business. The president of the company was able to franchise his own private business
and grow it into 300 plus locations prior to selling the opportunity creating an exit strategy for the business.
The fourth revenue source comes from the Presidents
many years in the mergers and acquisitions business and his ability to take private companies public should the need arise for them to
raise funds in the public markets or need that exit strategy most companies can benefit from.
The fifth revenue source comes from referrals
we provide to potential franchisees for funding and or legal advice.
Results of Operations
The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in
this prospectus. Material changes in our Statement of Operations for the nine months ended September 30, 2024, and 2023, and the years
ended December 31, 2023 and 2022 are discussed below.
Comparison of Results of Operations for
the Nine Months Ended September 30, 2024 and 2023
The following table sets forth the summary operations
for the six months ended September 30, 2024 and 2023:
| | |
For the Nine Months Ended | |
| | |
30-Sep-24 | | |
30-Sep-23 | |
| | |
| | |
| |
| Revenues | |
$ | – | | |
$ | – | |
| Cost of Revenues | |
$ | – | | |
$ | – | |
| Gross Profit | |
$ | – | | |
$ | – | |
| General and Administrative Expense | |
$ | 76,718 | | |
$ | 63,757 | |
| Interest Expense | |
$ | 11,589 | | |
$ | 8,630 | |
| Loss on Disposal of Stock | |
$ | (53,982 | ) | |
$ | – | |
| Net Loss from Continuing Operations | |
$ | (142,288 | ) | |
$ | (72,388 | ) |
Revenues
The Company did not generate any revenues for
the relevant periods.
Cost of Revenues and Gross Profit
The Company did not have any costs associated
with revenues for the relevant periods nor did it generate a gross profit or loss.
Operating Expenses
Operating expenses for the nine months ended September
30, 2024 were $76,718 as compared to $63,757 for the nine months ended September 30, 2023, an increase of $12,961. Operating expenses
consist of bank charges, hotel and accommodations, telecommunications, and consulting services,. We expect our operating costs to continue
to increase in our next 12 months as we continue to develop our franchise portal and expand our operations.
Other Income (Expense)
Other income (expense) for the six months ended
September 30, 2024 and September 30, 2023 was ($53,982) and $0, respectively. The change in other income (expense) can be attributed to
the Company’s loss on disposal of stock.
Net Loss from Continuing Operations
Net income (loss) from operations for the six
months ended September 30, 2024 and June 30, 2023 was ($142,288) and ($72,388). The increase in the net loss can primarily be attributed
to increased costs associated with consulting services, hotel and accommodations, and the reported loss on disposal of stock.
Liquidity and Capital Resources
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets
and satisfaction of liabilities in the ordinary course of business.
As of September 30, 2024, the Company had $4,260
in cash and cash equivalents. The Company did not generate revenues for the nine months ended September 30, 2024 and has relied primarily
upon capital generated from public and private offerings of its securities.
Cash flows
Net cash used in operating activities for the
nine months ended September 30, 2024 and 2023 were ($135,620) and ($63,758), respectively. The primary difference was due to the loss
from continuing operations attributable to common stockholders.
Net cash used in investing activities for the
six months ended September 30, 2024 and 2023 were, were $0 and $0, respectively.
Net cash provided by financing activities for
the six months ended June 30, 2024 and 2023, were $137,902 and $65,00, respectively.
Year Ended
December 31, 2023, compared to Year Ended December 31, 2022
| | |
For the Years Ended | |
| | |
31-Dec-23 | | |
31-Dec-22 | |
| | |
| | |
| |
| Revenues | |
$ | – | | |
$ | – | |
| Cost of Revenues | |
$ | – | | |
$ | – | |
| Gross Profit | |
$ | – | | |
$ | – | |
| Bank Charges | |
$ | 510 | | |
$ | 145 | |
| Loss on Disposal of Stock | |
$ | 16,860 | | |
$ | 1,633 | |
| Subscription and Dues | |
$ | – | | |
$ | 340 | |
| Rentals | |
$ | – | | |
$ | 15,000 | |
| Transportation and Travels | |
$ | – | | |
$ | 22,788 | |
| Hotel and Accomodation | |
$ | 17,734 | | |
$ | 16,755 | |
| Telecommunication | |
$ | 3,550 | | |
$ | 2,997 | |
| Consulting Services | |
$ | 59,835 | | |
$ | 4,500 | |
| Interest Expense | |
$ | 11,971 | | |
$ | 60,806 | |
| Total Operating Expenses | |
$ | 110,461 | | |
$ | 124964 | |
| Net Loss from Continuing Operations | |
$ | (110,461 | ) | |
$ | (124964 | ) |
Revenues
The Company did not generate any revenues for
the relevant periods.
Cost of Revenues and Gross Profit
The Company did not have any costs associated
with revenues for the relevant periods nor did it generate a gross profit or loss.
Operating Expenses
Operating expenses for the year ended December
31, 2023 were $110,461 as compared to $124,964 for the year ended December 31, 2022, a decrease of $14,503.
Net Loss from Continuing Operations
Net income (loss) from operations for the six
months ended December 31, 2023 and December 31, 2022 was ($110,461) and ($124,964). The decrease in the net loss can primarily be attributed
to reduced costs associated with rental expense.
Liquidity and Capital Resources
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets
and satisfaction of liabilities in the ordinary course of business.
As of December 31, 2023, the Company had $1,977
in cash and cash equivalents. The Company did not generate revenues for the year ended December 31, 2023 and has relied primarily upon
capital generated from public and private offerings of its securities.
Cash flows
Net cash used in operating activities for the years ended December
31, 2023 and 2022 were ($98,489) and ($64,158), respectively. The primary difference was due to the derivatives associated with convertible
notes payable.
Net cash used in investing activities for the years ended December
31, 2023, and December 31, 2022, were $0 and $0, respectively.
Net cash provided by financing activities for the years ended December
31, 2023, and December 31, 2022, were $98,260 and $66,365.
Capital Resources
We had no material commitments for capital expenditures
as of December 31, 2023.
Off Balance Sheet Arrangements
We have made no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies & Use of
Estimates
Management’s Discussion and Analysis of
Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with GAAP.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. In consultation with the Company’s Board of Directors, management has identified in the accompanying
financial statements the accounting policies that it believes are key to an understanding of its financial statements. These are important
accounting policies that require management’s most difficult, subjective judgments. See “Note 2 – Summary
of Significant Accounting Policies” in our financial statements for additional information.
Additional
Company Matters
The Company
has not filed for bankruptcy protection.
We
may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business.
Should such litigation ever ensue, it may have an adverse impact on the Company because of defense and settlement costs, diversion of
management resources, and other factors.
We
are not presently a party to any legal proceedings.
Subsequent Material Events
The Company evaluated subsequent events that have
occurred after the balance sheet date of June 30, 2024, and up through the date of this Registration Statement. There are two types of
subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the
balance sheet, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those that
provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The
Company has determined that there are no additional events that would require adjustment to or disclosure in the attached financial statements.
Principal Executive Office
The Company’s corporate headquarters are
located in West Palm Beach FL at 500 S. Australian Ave. Suite #600, West Palm Beach, Florida 33401. We also use another West Palm Bech
location for administrative purposes. These premises consist of approximately 600 square feet in a multi-tenant building leased by the
Company from an unaffiliated third party pursuant to a month-to-month lease with the option to convert to a longer term at the Company’s
sole option. Current monthly rent under this lease is approximately $2,500.
| Item 4. |
Security Ownership of Certain Beneficial Owners and Management. |
The following table sets forth information regarding
beneficial ownership of our Stock as of the date of this filing.
Beneficial ownership and percentage ownership
are determined in accordance with the rules of the Securities and Exchange Commission and include voting or investment power with respect
to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.
Unless otherwise indicated and subject to applicable
community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over
their Shares of Stock. Percentage of beneficial ownership before the offering is based on 2,804,163,151 Shares of Common Stock outstanding,
1,200,000 shares of Series A Preferred Stock and 1,000,000 shares of Series B Preferred Stock as of the date of this filing.
| Name |
Position |
Number of
Shares |
Share
Type |
Percent |
Name of
Control Person |
| Zoran Cvetojevic (1) |
Chairman, Preferred Shareholder, Treasurer and Secretary |
1,200,000 |
Preferred A |
100% |
- |
| Zoran Cvetojevic (1) |
Chairman, Preferred Shareholder, Treasurer and Secretary |
1,000,000 |
Preferred B |
100% |
-
|
| Jeffrey Burns (2) |
Shareholder |
650,000,000 |
Common Stock |
26.16% |
- |
| Energy 101 Consulting (3) |
Shareholder |
195,000,000 |
Common Stock |
8.70% |
Alan Tucker |
| JJM Consulting, Inc (4) |
Shareholder |
195,000,000 |
Common Stock |
8.70 |
Alan Tucker |
(1) The mailing address for these individuals/entities
is 500 S. Australian Ave. Suite #600, West Palm Beach, Florida 33401.
(2) The address for Jeffrey Burns is 110 Lee St
Thomasville, GA 31792-5088
(3) The address for Energy 101 Consulting is 2387
W. Oakfield Road, Grand Island, NY 14072
(4) The address for JMJ Consulting is 209 Lincroft
Rd, Buffalo, NY 14218-2107
| Item 5. |
Directors and Executive Officers. |
The following table sets forth information regarding our executive
officers, directors and significant employees, including their ages as of the date of this Offering Circular:
| Name |
|
Position |
|
Age |
|
Director or Officer Since |
| Zoran Cvetojevic |
|
Chairman of the Board of Directors, President, Treasurer, Secretary |
|
72 |
|
July 16, 2021 |
| Irina Veselinovic |
|
Chief Operations Officer, Chief Executive Officer |
|
41 |
|
July 7 2022 |
| Alexander Sentic |
|
Director |
|
56 |
|
September 21, 2022 |
| Dr. Sanja Pekovic D.Sc. |
|
Director |
|
70 |
|
September 21, 2022 |
Zoran Cvetojevic
, Chairman of the Board of Directors, President, Treasurer, Secretary.
Zoran Cvetojevic
graduated from the University of Electronic Engineering, Skopje, North Macedonia, (Former Yugoslavia). MSc degree Master of Science in
Electronic design at Cranfield Institute of Technology, England in 1989. During his long work experience as a manager and director of
various companies, Mr. Cvetojevic expanded his interests into business administration and strategy. Mr. Cvetojevic is an accredited investor
and sits as a Chairman and or an independent Board Advisor on many publicly traded companies. His past hobby involved stock trading financing
and being a Marketing director. Mr. Cvetojevic has a great ability to design, implement and facilitate the required annual marketing plan.
In addition to this, Mr. Cvetojevic possesses a great ability to develop, and execute Research, analysis, and monitoring of financial,
technological, and demographic factors. Mr. Cvetojevic understands the importance of undertaking and evaluating customer research, market
conditions, and competitor data. Mr. Cvetojevic has experience with new software implementation and is not afraid to test and implement
the latest technologies available to provide corporations with the competitive advantage required to succeed.
Zoran has
been retired for past more than 5 years. He has been an engineer for his entire career and has played a pivotal role in numerous publicly
traded companies.
With a Master’s
degree in Electronic Design and decades of managerial experience, he has successfully expanded his focus into business administration
and corporate governance. Zoran’s work as an accredited investor and his role as Chairman and independent Board Advisor in several
publicly traded companies showcase his leadership in high-level decision-making.
Additionally,
his hands-on experience in managing corporate transitions, executing marketing strategies, and adopting cutting-edge technologies adds
immense value to SportsQuest. Despite his recent retirement, Zoran’s passion for innovation and corporate success makes him an invaluable
asset to the company as Chairman, providing strong oversight and guiding the organization towards future growth.
Irina
Veselinovic, Chief Operations Officer, Chief Executive Officer
As
a Business Development Manager, Irina was working in private companies and spent almost two decades mastering her leadership in administration,
accounting, investor relations skills and financial intelligence. In addition, her creativity and entrepreneurial versatility is reflected
by her professional endeavors in the interior design and fashion industries. Relying on her extensive background in various business fields,
Irina is able to provide the necessary connections and momentum that is the cornerstone of our team.
Irina
has been involved with publicly trading companies for 15 years, where she mastered her skills in administration and legal requirements.
She has been CEO and Secretary in numerous public companies.
Irina is the owner and
employee of SERVICO consulting agency since 2016 and brings nearly two decades of leadership expertise, combining skills in administration,
accounting, investor relations, and financial intelligence with creativity and entrepreneurial versatility. Her professional background
spans interior design, fashion, business consulting, and organization, showcasing her adaptability and innovative thinking. With 15 years
of experience in publicly traded companies, Irina has mastered corporate governance, regulatory compliance, and administration, holding
key roles as CEO and Secretary in multiple organizations. As a Business Development Manager, she built a strong network of industry connections
and momentum, driving growth and fostering strategic partnerships. Her proven leadership, comprehensive expertise, and dynamic vision
make her the cornerstone of SportsQuest, Inc., positioning the company for long-term success.
Alexander
Sentic, Independent Director
Mr.
Sentic is a businessperson who has been at the head of 9 different public companies. Mr Sentic is versatile in financial services. Using
his longtime experience in finance, sales, and his corporate development skills, backed by his large pool of business contacts, it did
not take long for him to make a success in multiple corporate transactions, and past endeavors. Mr. Sentic is supported by multiple experienced
CPAs that work in both Private and Public sectors. He also sustains multiple ongoing successful relationships with consultants with expertise
in Public Companies, Equity Financing and Investment Banking. Mr. Sentic has been a successful entrepreneur since a young age and has
held multiple Executive Positions over the years. Mr. Sentic specializes in Interim Management coupled with his expertise of Corporate
Development to uniquely assist both Private and Public trading companies.
Aleksander
has been employed with Servico consulting agency since 2018. Aleksandar Sentic is the ideal fit for SportsQuest, Inc. because of his exceptional
leadership, extensive experience, and proven success in guiding companies through growth and transformation. Aleksandar Sentic is the
perfect fit for SportsQuest, Inc. due to his exceptional leadership, extensive experience, and proven track record in corporate growth
and transformation. Having led nine public companies, Aleksandar brings unmatched expertise in navigating the complexities of publicly
traded entities. His financial acumen, particularly in equity financing and investment banking, ensures a strong foundation for SportsQuest’s
strategic growth.
Aleksandar’s
success in corporate transactions aligns seamlessly with the company’s merger and franchising plans, while his extensive network
of CPAs, consultants, and industry experts provides immediate access to specialized resources. His expertise in interim management and
corporate development offers focused and results-driven leadership during pivotal transitions.
As
a successful entrepreneur, Aleksandar’s innovative approach and vision complement SportsQuest’s dynamic ambitions. Backed
by a strong support system and experience across both private and public sectors, he brings the strategic acumen and versatility needed
to drive the company’s success.
Dr.
Sanja Pekovic D.Sc. Independent Director
Dr
Sanja Pekovic, is a Principal Scientist and Project Leader at the Institute for Biological Research “Sinisa Stankovic” (IBISS),
University of Belgrade member since 1986, and Head of the Department of Neurobiology since 2006. She is a Professor of Experimental Models
of CNS Diseases at PhD studies in Neurosciences at the Faculty of Biology, University of Belgrade, and Invited lecturer at PhD studies
in Neurosciences, School of Medicine, University of Belgrade, course: Molecular Biology of the Nervous System. Dr Pekovic is the permanent
member of the Working Groups representing Serbia in the following COST (European Cooperation in the Field of Scientific and Technical
Research) actions: COST B10 (2001-2005) and COST B30 (2006-2010).
Dr Pekovic
participated as one of the project leaders, in the preparation of several FP6 and FP7 European projects, and is the participant of a German-Serbian
collaborative project (2010-2012). Also, she is a member of Scientific and Organizing Boards of several conferences and congresses with
international participation, and a member of IBISS Scientific Council and Steering Board of Association for Advancement of Clinical Research
of Serbia.
The focus
of her research is on translational medicine and therapy of brain injury, multiple sclerosis, neurodegeneration, neuroinflammation, brain
plasticity, and currently on early and sensitive biomarkers of neuroinflammation and neurodegeneration in serum and CSF of patients with
traumatic brain injury.
Sanja has
been retired for past 5 years. Before that she has been employed at IBISS as principal Investigator at Institute for Biological Research
“Sinisa Stankovic ”. She’s been a part of a team that brough majestic growth to a public company, so her competence
comes from direct experience with publicly trading companies.
Sanja has
been voted for the independent advisor of SportsQuest, Inc. because of her great narration skills, she has been of a great help in structuring
content for filings and researching information required. Sanja’s collaborative leadership and dedication to excellence resonate
with SportsQuest’s mission. Her ability to inspire confidence and maintain clear communication is crucial for fostering trust and
ensuring alignment between the company’s leadership, franchisees, and investors.
By bringing
Sanja on board, SportsQuest has secured a dynamic advisor who will not only steer the company through its next phase of growth but also
lay the groundwork for long-term success.
Board of Directors and Officers
Each director is elected until our next annual
meeting of stockholders and until his successor is duly elected and qualified. The Board of Directors may also appoint additional
directors up to the maximum number permitted under our by-laws. A director so chosen or appointed will hold office until the next annual
meeting of stockholders. Each executive officer serves at the discretion of the Board of Directors and holds office until their successor
is elected or until their resignation or removal in accordance with our articles of incorporation and by-laws.
Family Relationships
There are no family relationships between or among
any of our directors or executive officers.
Significant Employees
The Company does not presently have any significant
employees other than the named officers and directors.
Meeting and Committees of the Board of Directors
During the six-months ended June 30, 2023 and
June 30, 2024, as well as the years ended December 31, 2022 and 2023, our Board of Directors held meetings on an as-needed basis.
Company board members met several times to discuss
the recovery of certain shares of Allan Tucker, Mike Barbee, and Jeff Burns which remain unpaid for. The Company retained a litigation
barrister Martin Shell to attempt to recover these shares.
As our common stock is not presently listed for
trading or quotation on a national securities exchange or NASDAQ, we are not presently required to and do not have any board committees.
We do not currently have an audit committee financial
expert, nor do we have an audit committee. Our entire board of directors handles the functions that would otherwise be handled by an audit
committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing
to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint
others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors.
Before retaining any such expert, our board would make a determination as to whether such a person is independent.
Due to our small size and limited operations to
date, we do not presently have a nominating committee, compensation committee or other committee performing similar functions. We have
not adopted any procedures by which security holders may recommend nominees to the board of directors, and we do not have a diversity
policy.
Board Leadership Structure and Role on Risk
Oversight
We have no policy requiring the combination or
separation of the Principal Executive Officer and Chairman roles and our governing documents do not mandate a particular structure. Our
directors recognize that the leadership structure and the combination or separation of these leadership roles is driven by our needs at
any point in time.
Our directors are involved in the general oversight
of risks that could affect our business and they will continue to evaluate our leadership structure and modify such structure as appropriate
based on our size, resources and operations.
Stockholder Communication with the Board of
Directors
Stockholders may send communications to our board
of directors by writing to SportsQuest, Inc., 500 S. Australian Ave., Suite #600, West Palm Beach, FL 33401 or corporate@sports-quest.co.
Officers and Directors Indemnification
Under our Certificate of Incorporation and Bylaws,
the Company may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his or her position,
if he or she acted in good faith and in a manner he or she reasonably believed to be in the Company’s best interest. The Company
may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding
as to which he or she is to be indemnified, the Company must indemnify the officer or director against all expenses incurred, including
attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, then only by a court order. The indemnification coverage is
intended to be to the fullest extent permitted by applicable laws.
Regarding indemnification for liabilities
arising under the Securities Act, which may be permitted to officers or directors under applicable state law, the Company is informed
that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities
Act and is, therefore, unenforceable.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange Act requires our
directors, officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock and other equity securities. Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To the best of our knowledge
there are no known delinquencies.
| Item 6. |
Executive Compensation. |
Compensation of Directors and Executive Officers
| Name & Position |
|
Year |
|
Salary |
|
Bonus |
|
Stock Awards |
|
Option Awards |
|
Non-equity Incentive Plan Compensation |
|
All other Comp. |
|
Total |
Zoran Cvetojevic
President, Treasurer, Secretary, Chairman |
|
2024 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
2023 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
2022 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
Irina Veselinovic
CEO, COO |
|
2024 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
2023 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
2022 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
Alexander Sentic
Director |
|
2024 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
2023 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
2022 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
Dr. Sanja Pekovic D.Sc.
Director |
|
2024 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
2023 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
2022 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
Outstanding Equity Awards at the End of
the Fiscal Year
We do not have any equity
compensation plans and therefore no equity awards are outstanding as of December 31, 2023, or June 30, 2024.
Bonuses and Deferred Compensation
We do not
have a deferred compensation or retirement plan. All decisions regarding compensation, including the payment of bonuses, are determined
by our Board of Directors.
Options and Stock Appreciation
Rights
As of December
31, 2023, and June 30, 2024, no options have been issued.
Payment of Post-Termination
Compensation
We do not
have change-in-control agreements with our directors or executive officers.
Employment Agreements
None.
Director Agreements
None.
Board of Directors
Each director is elected
until our next annual meeting of stockholders and until his successor is duly elected and qualified. The Board of Directors may also
appoint additional directors up to the maximum number permitted under our by-laws. A director so chosen or appointed will hold office
until the next annual meeting of stockholders. Each executive officer serves at the discretion of the Board of Directors and holds office
until their successor is elected or until their resignation or removal in accordance with our articles of incorporation and by-laws.
| Item 7. |
Certain Relationships and Related Transactions, and Director Independence. |
None of the directors or executive officers of
the Company, nor any person who owned of record or was known to own beneficially more than 10% of the Company’s outstanding shares
of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any
transaction that has occurred during the nine months ended June 30, 2024, or the year ended December 31, 2023 or in any proposed transaction,
which has materially affected or will affect the Company.
However, Zoran
Cvetojevic (Chairman of the Board of Directors, President, Treasurer, Secretary) owns
1,200,000 shares of our Series A Preferred Stock and 1,000,000 shares of our Series B Preferred Stock.
| Item 8. |
Legal Proceedings. |
As of the
date of this filing, the Company is not currently a party to any legal proceedings, and no such proceedings are known to be contemplated
by any governmental authority or third party. The Company has not been involved in any litigation, arbitration, or administrative actions
that would materially affect its financial condition, results of operations, or liquidity.
| Item 9. |
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
Market
Information
Our
common stock is qualified for quotation on the OTC Markets-OTC Pink under the symbol “SPQS”. The following table sets forth
the range of the high and low bid prices per share of our common stock for each quarter of our fiscal year as reported in the over-the-counter
markets. These quotations represent interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.
There currently is a minimal liquid trading market for our common stock. There can be no assurance that a significant active trading market
in our common stock will develop, or if such a market develops, that it will be sustained.
| | |
2024 | |
| | |
High | | |
Low | |
| First Quarter (through March 31) | |
$ | 0.0003 | | |
$ | 0.0001 | |
| Second Quarter (through June 30) | |
| 0.0002 | | |
| 0.0001 | |
| Third Quarter (through September 30) | |
| 0.0008 | | |
| 0.0003 | |
| | |
2023 | |
| | |
High | | |
Low | |
| First Quarter (through March 31) | |
$ | 0.0003 | | |
$ | 0.0001 | |
| Second Quarter (through June 30) | |
| 0.0002 | | |
| 0.0001 | |
| Third Quarter (through September 30) | |
| 0.0002 | | |
| 0.0001 | |
| Fourth Quarter (through December 31) | |
| 0.0002 | | |
| 0.0001 | |
| | |
| | | |
| | |
| | |
2022 | |
| | |
High | | |
Low | |
| First Quarter (through March 31) | |
$ | 0.0024 | | |
$ | 0.0006 | |
| Second Quarter (through June 30) | |
| 0.0012 | | |
| 0.0004 | |
| Third Quarter (through September 30) | |
| 0.0009 | | |
| 0.0004 | |
| Fourth Quarter (through December 31) | |
| 0.0005 | | |
| 0.0002 | |
The ability of individual
stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states
require that an issuer’s securities be registered in their state or appropriately exempted from registration before the securities
are permitted to trade in that state. At present, we have no plans to register our securities in any particular state. Further, our shares
may be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock”
rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition
of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The SEC generally defines
penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides
that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company;
excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets; or exempted from
the definition by the SEC. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally
persons with assets in excess of $1,000,000 or annual income exceeding $200,000 by an individual, or $300,000 together with his or her
spouse), are subject to additional sales practice requirements.
For transactions covered
by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received
the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the first transaction of a risk disclosure document relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks
held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers
to trade and/or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.
As
of October 14, 2024, out of a total of 5,000,000,000 shares of Common Stock authorized, there are a total of 3,344,163,151 shares of Common
Stock issued and outstanding, of which 660,372,569 shares are issued as restricted securities and can only be sold or otherwise transferred
pursuant to a registration statement under the Securities Act or pursuant to an available exemption from registration, all of which are
held by non-affiliates.
In
general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted
shares of a reporting company for at least six months, including any person who may be deemed to be an “affiliate” of the
company (as the term “affiliate” is defined under the Securities Act), is entitled to sell, within any three-month period,
an amount of shares that does not exceed the greater of (i) the average weekly trading volume in the company’s common stock, as
reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such
sale or (ii) 1% of the shares then outstanding. In order for a stockholder to rely on Rule 144, adequate current public information with
respect to the company must be available. A person who is not deemed to be an affiliate of the company and has not been an affiliate for
the most recent three months, and who has held restricted shares for at least one year is entitled to sell such shares without regard
to the various resale limitations under Rule 144. Under Rule 144, the requirements of paragraphs (c), (e), (f), and (h) of such Rule do
not apply to restricted securities sold for the account of a person who is not an affiliate of an issuer at the time of the sale and has
not been an affiliate during the preceding three months, provided the securities have been beneficially owned by the seller for a period
of at least one year prior to their sale. For purposes of this registration statement, a controlling stockholder is considered to be a
person who owns 10% or more of the company’s total outstanding shares or is otherwise an affiliate of the Company. No individual
person owning shares that are considered to be not restricted owns more than 10% of the Company’s total outstanding shares.
Holders
As of June 30, 2024 we
had 131 shareholders of common stock per transfer agent’s shareholder list.
Dividends
The Company has not paid
any cash dividends to date and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention
of management to utilize all available funds for the growth of the Registrant’s business.
Equity Compensation
Plan Information
The Company has not yet
adopted an equity compensation plan as of June 30, 2024, or subsequently through the filing of this registration statement.
| Item 10. |
Recent Sales of Unregistered SecuritieS. |
All of the securities discussed below were issued
in reliance on the exemption under Section 4(a)(2) of the Securities Act. All issuances are for common stock unless stated otherwise.
On October 10, 2023, we issued 215,600,000 shares
of Common Stock to Emry Capital Group, an entity controlled by Miro Zecevic, for a partial conversion of note.
On February 26, 2024 we issued 107,800,000 shares
of Common Stock to Red Rock Fund Corp., and entity controlled by Aldo Rotondi, for a conversion of note.
On June 24, 2024, we issued 252,000,000 shares
of Common Stock to JP Emry Capital Group, an entity controlled by Miro Zecevic, for a partial conversion of note.
On July 23, 2024, SportsQuest, Inc signed a convertible
loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan
of $2,500 with 3 Year maturity form the date of the agreement.
On August 13, 2024, SportsQuest, Inc signed a
convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained
a loan of $2,500 with 3 Year maturity form the date of the agreement.
On Aug 27, 2024, SportsQuest, Inc signed a convertible
loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan
of $2,500 with 3 Year maturity form the date of the agreement.
On September 10, 2024, SportsQuest, Inc entered
into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA
and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.
On September 26, 2024, SportsQuest, Inc entered
into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA
and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.
On October 28th, 2024, SportsQuest,
Inc entered into a convertible loan agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401
USA and obtained a loan of $7,500 with 3 Year maturity form the date of the agreement.
On November 18, 2024, SportsQuest, Inc entered
into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA
and obtained a loan of $4,800 with 3 Year maturity form the date of the agreement.
On November 25, 2024, SportsQuest, Inc entered
into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA
and obtained a loan of $5,000 with 3 Year maturity form the date of the agreement.
On December 11, 2024, SportsQuest, Inc entered
into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA
and obtained a loan of $2,500 with 3 Year maturity form the date of the agreement.
On December 24, 2024, SportsQuest, Inc entered
into a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA
and obtained a loan of $6,000 with 3 Year maturity form the date of the agreement.
| Item 11. |
Description of Registrant’s Securities to be Registered. |
The following is a summary of the rights of our
Common Stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation,
bylaws, and the Certificates of Designation (as defined below) of our preferred stock, copies of which are filed as exhibits to the registration
statement, and to the applicable provisions of Delaware law. The Company is authorized by its Certificate of Incorporation to issue an
aggregate of 5,000,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”), 1,200,000 shares of Series
A Preferred Stock, and 1,000,000 shares of Series B Preferred Stock. As of October 14, 2024, the Company had 3,344,163,151 shares of Common
Stock issued and outstanding.
Common Stock
Dividend Rights
Subject to preferences that may apply to any shares
of preferred stock outstanding at the time, the holders of our Common Stock may receive dividends out of funds legally available if our
Board, at its discretion, determines to issue dividends and then only at the times and in the amounts that our Board may determine. We
have not paid any dividends on our Common Stock and do not contemplate doing so in the foreseeable future.
Voting Rights
Each stockholder is entitled to one vote for each
share of common stock held by such stockholders.
Preferred Stock in General
The preferred stock of the Company may be issued
from time to time by the Board of Directors in one or more series. The description of shares of each series of preferred stock will be
set forth in resolutions adopted by the Board of Directors and a Certificate of Designation to be filed as required by Delaware law prior
to issuance of any shares of the series. The Certificate of Designation will set the number of shares to be included in each series of
preferred stock and set the designations, preferences, conversion, or other rights, voting powers, restrictions, limitations as to distribution,
qualifications, or terms and conditions of redemption relating to the shares of each series. However, the Board of Directors is not authorized
to change the right of the common stock to vote one vote per share on all matters submitted for shareholder action. The authority of the
Board of Directors with respect to each series of preferred stock includes, but is not limited to, setting, or changing the following:
| |
· |
The number of shares constituting such series and the distinctive designation of such series; |
| |
|
|
| |
· |
The dividend rate on the shares of such series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series; |
| |
|
|
| |
· |
Whether such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; |
| |
|
|
| |
· |
Whether such series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; |
| |
|
|
| |
· |
Whether or not the shares of such series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; |
| |
|
|
| |
· |
Whether such series shall have a sinking fund for the redemption or purchase of shares of such series, and, if so, the terms and amount of such sinking fund; |
| |
|
|
| |
· |
The rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; |
| |
|
|
| |
· |
Any other relative rights, preferences, and limitations of such series. |
The Company is authorized to issue up to 1,200,000
shares of Class A preferred stock, and 1,000,000 shares of Class B preferred stock, par value $0.01. As of the date of this filing, there
are 1,200,000 shares of Class A preferred stock and 1,000,000 shares of Class B preferred stock issued and outstanding. The rights and
preferences of the Series A and Series B Preferred Stock are described below.
Class A Preferred Stock:
Series A Preferred Stock at the conversion ratio
of five hundred (500) shares of Common Stock for each single (1) share of Series A Preferred Stock. If at least one share of Series A
Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless
of their number, shall have voting rights equal to three (3) times the sum of the total number of shares of Common Stock which are issued
and outstanding at the time of voting, plus, the total number of votes granted to any preferred stock series which are issued and outstanding
at the time of voting.
Class B Preferred Stock:
Series B Preferred Stock at the conversion ratio
of one hundred (100) shares of Common Stock for each single (1) share of Series B Preferred Stock. Each share of Series B Preferred Stock
shall have one hundred (100) votes for any election or other vote placed before the shareholders of the Company.
Transfer Agent and Registrar
The transfer agent and registrar for our Common
Stock is Empire Stock Transfer Inc., with an address at 1859 Whitney Mesa Dr., Henderson, NV 89014. Their phone number is 702-818-5898.
| Item 12. |
Indemnification of Directors and Officers. |
Our articles provide to the fullest extent permitted
by Delaware Law that our directors or officers shall not be personally liable to the Company or our stockholders for damages for breach
of such directors’ or officers’ fiduciary duty. The effect of this provision of our articles is to eliminate our rights and
the rights of our stockholders (through stockholders’ derivative suits on behalf of the Company) to recover damages against a director
or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent
behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our articles are necessary
to attract and retain qualified persons as directors and officers.
Delaware corporate law provides that a corporation
may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he was a director, officer
employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred
by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
| ITEM 13. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
SPORTSQUEST, INC
BALANCE SHEETS
| | |
As of September 30, 2024 (Unaudited) | | |
As of December 31, 2023. (Unaudited) | |
| ASSETS | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash and Bank | |
$ | 4,260 | | |
$ | 1,977 | |
| Total current assets | |
| 4,260 | | |
| 1,977 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 4,260 | | |
$ | 1,977 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Convertible notes payable | |
$ | 280,595 | | |
$ | 202,673 | |
| Accrued Interest Payable | |
| 119,875 | | |
| 113,207 | |
| Total current liabilities | |
| 400,470 | | |
| 315,879 | |
| | |
| | | |
| | |
| Total other liabilities | |
| – | | |
| – | |
| TOTAL LIABILITIES | |
| 400,470 | | |
| 315,879 | |
| | |
| | | |
| | |
| Stockholders' Equity | |
| | | |
| | |
| Preferred Stock Class A par value $0.001 - Authorized 1,200,000 shares. | |
| – | | |
| – | |
| Preferred Stock Class B par value $0.001 - Authorized 1,000,000 shares. 1,000,000 Issued and outstanding | |
| 1,000 | | |
| 1,000 | |
| Common stock, par value $0.0001 - authorized 5,000,000,000 shares 3,044,163,151 and 2,444,363,151 shares issued and outstanding as of June 30, 2024, and 2023 respectively | |
| 304,416 | | |
| 244,436 | |
| Additional paid-in-capital | |
| 2,569,488 | | |
| 2,569,488 | |
| Accumulated deficit | |
| (3,271,115 | ) | |
| 3,128,826 | ) |
| Net Income | |
| – | | |
| – | |
| TOTAL STOCKHOLDERS' EQUITY | |
| (396,210 | ) | |
| (313,902 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 4,260 | | |
$ | 1,977 | |
The accompanying notes are an integral part
of these consolidated financial statements.
SPORTSQUEST, INC.
STATEMENTS OF OPERATIONS
| | |
PERIOD ENDED SEPT 30, 2024 (UNAUDITED) | | |
PERIOD ENDED SEPT 30, 2023. (UNAUDITED) | |
| Operating revenue: | |
| | | |
| | |
| Revenue | |
$ | – | | |
$ | – | |
| Total revenue | |
| – | | |
| – | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Bank Charges | |
| 622 | | |
| 370 | |
| Administrative Expenses | |
| 34,605 | | |
| 12,127 | |
| Consulting Services | |
| 41,491 | | |
| 51,260 | |
| Interest Expense | |
| 11,589 | | |
| 8,630 | |
| Total operating expenses | |
| 88,306 | | |
| 72,388 | |
| | |
| | | |
| | |
| Loss from operations | |
| (88,306 | ) | |
| (72,388 | ) |
| | |
| | | |
| | |
| Other Income (expenses) | |
| | | |
| | |
| Interest Income | |
| | | |
| | |
| Gain/(Loss) from disposal of stock | |
| (53,962 | ) | |
| – | |
| Gain/(Loss) from settlement/debt extinguishment | |
| – | | |
| – | |
| Total other income/(expense) | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net Income/ loss | |
$ | (142,288 | ) | |
$ | (72,388 | ) |
The accompanying notes are an integral part
of these consolidated financial statements.
SPORTSQUEST, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD ENDED
SEPTEMBER 30, 2024
| Description | |
Shares | | |
Common Stock | | |
Preferred Stock(A) | | |
Preferred Stock(B) | | |
Additional Paid-in Capital | | |
Accumulated Deficit | | |
Total | |
| | |
| | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| Balance – Balance Jan 1, 2023 | |
| 4,179,763,151 | | |
| 417,876 | | |
| – | | |
| 1,000 | | |
| 2,369,488 | | |
| (3,018,365 | ) | |
| (230,001 | ) |
| Common stock issued | |
| 215,600,000 | | |
| (173,440 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| (173,440 | ) |
| Preferred Stock (A) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Preferred Stock (B) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Net (loss) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (110,461 | ) | |
| (110,461 | ) |
| Additional paid in capital | |
| (1,950,000,000 | ) | |
| – | | |
| – | | |
| – | | |
| 200,000 | | |
| – | | |
| 200,000 | |
| Balance – December 31, 2023 | |
| 2,445,363,151 | | |
| 244,436 | | |
| – | | |
| 1,000 | | |
| 2,569,488 | | |
| (3,128,826 | ) | |
| (313,902 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance – Balance Jan 1, 2024 | |
| 2,445,363,151 | | |
| 244,436 | | |
| – | | |
| 1,000 | | |
| 2,569,488 | | |
| (3,128,826 | ) | |
| (313,902 | ) |
| Common stock issued | |
| 599,800,000 | | |
| 59,980 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 59,980 | |
| Preferred Stock (A) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Preferred Stock (B) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Net (loss) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (142,288 | ) | |
| (142,288 | ) |
| Additional paid in capital | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance – September 30, 2024 | |
| 3,045,163,151 | | |
| 304,416 | | |
| – | | |
| 1,000 | | |
| 2,569,488 | | |
| (3,271,114 | ) | |
| (396,210 | ) |
The accompanying notes are an integral part
of these financial statements.
SPORTSQUEST, INC.
STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED SEPTEMBER 30,2024
| | |
Period Ended September 30, 2024 | | |
Period Ended September 30, 2023 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss from continuing operations attributable to common stockholders | |
$ | (142,288 | ) | |
$ | (72,388 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Preferred stock issued for services | |
| – | | |
| – | |
| Changes in: | |
| | | |
| | |
| Due to related party & Interest Payable | |
| 6,669 | | |
| 8,630 | |
| Net cash used in operating activities | |
| (135,620 | ) | |
| (63,758 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Net cash used in investing activities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Convertible note payable | |
| 77,922 | | |
| 60,000 | |
| Additional paid in capital | |
| – | | |
| 200,000 | |
| Common share | |
| 59,980 | | |
| (195,000 | ) |
| Net cash provided by financing activities | |
| 137,902 | | |
| 65,000 | |
| | |
| | | |
| | |
| Net increase in cash | |
| 2,282 | | |
| 1,242 | |
| Cash, beginning of period | |
| 1,978 | | |
| 2,207 | |
| Cash, end of period | |
$ | 4,260 | | |
$ | 3,449 | |
The accompanying notes are an integral part
of these financial statements.
SPORTSQUEST, INC.
NOTES TO SEPTEMBER 30, 2024, AND 2023
CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Operations
Sportsquest Inc., a Delaware corporation, (the
“Company”) was formed under the laws of the State of Delaware on April 3, 1986. Office address is located at 500 S Australian
Ave, 600 West Palm Beach FI 33401 USA.
The Sportsquest business was created to develop,
own and manage high end sports events and their operating entities, as well as executing a growth strategy involving acquisition of diverse
and effective sports marketing platforms. SportsQuest was incorporated in April 3, 1986 in Delaware under the name Bay Head Ventures,
Inc. The Company has been managing the US Pro Golf Tour and anticipates it will continue to manage USPGT for the foreseeable future. SportsQuest
trades on the Pink Sheets under “SPQS.PK”. SportsQuest holds significant value in content media and is refocusing is business
model.
Note 2 – Summary of Significant Accounting
Policies
Basis of Presentation
The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principle of consolidation
The accompanying consolidated financial statements
include only the accounts of the parent company as of September 30, 2024 and 2023.
Use of Estimates and Assumptions and Critical
Accounting Estimates and Assumptions
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial
statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates
for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain
matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance
is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:
| |
(i) |
Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. |
These significant accounting estimates or assumptions
bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates
or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that
are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management
regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in
facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates
are adjusted accordingly.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of
the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP), and expands disclosures about fair value measurements.
To increase consistency and comparability
in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs
to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to
quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three
(3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1 |
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2 |
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3 |
|
Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their
fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant
model assumption or input is unobservable.
The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying
amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued
expenses, approximate their fair value because of the short maturity of those instruments.
Transactions involving related parties cannot
be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not
exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated
on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less to be cash and cash equivalents.
Property and Equipment
Property and equipment are recorded at cost. Expenditures
for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated
using the straight-line method over the estimated useful lives, which range from five (5) Periods for computer equipment to seven (7)
Periods for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from
the accounts and any gain or loss is reflected in statements of operations. As of September 30, 2024, and 2023 the company has no investment
in Property and equipment
Related Parties
The Company follows subtopic 850-10 of the FASB
Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to
Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,
to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing
trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f.
other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.
other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures
of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary
course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required
in those statements.
The disclosures shall include: a. the nature of
the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which
income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding
period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB
Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements
are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to
occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing
loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings,
the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that
it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would
be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate
of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon
information available at this time that these matters will have a material adverse effect on the Company’s financial position, results
of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s
business, financial position, and results of operations or cash flows.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of
the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and
earned.
The Company considers revenue realized or realizable
and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped
or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably
assured.
The Company derives its revenues from sales contracts
with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via
invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon
acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
A right of return exists for customers’
retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement
date, the customer is entitled to a refund, except for services already provided.
Income Tax Provision
The Company accounts for income taxes under Section
740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities
are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect
for the Period in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the Periods in which those temporary differences are expected to be recovered
or settled.
The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company adopted the provisions of paragraph
740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company
may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized
upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income
taxes, accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs
and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides
valuation allowances as management deems necessary.
Management makes judgments as to the interpretation
of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company
operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate
provisions for income taxes have been made for all Periods. If actual taxable income by tax jurisdiction varies from estimates, additional
allowances or reversals of reserves may be necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions
and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at September 30, 2024 and 2023.
Earnings per Share
Earnings Per Share is the amount of earnings attributable
to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”)
is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through
260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number
of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting
both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative
preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also
from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to
include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued
during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement,
stock options or warrants.
Pursuant to ASC Paragraphs 260-10-45-45-21 through
260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security
holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected
in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8
through 55-11 require that another method be applied.
Equivalents of options and warrants include non-vested
stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23).
Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury
stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and
common shares shall be assumed to be issued. b. The proceeds from the exercise shall be assumed to be used to purchase common stock at
the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the
difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator
of the diluted EPS computation.
There were no potentially debt or equity instruments
issued and outstanding at any time during the Periods ended September 30, 2024 and 2023.
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of
the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem
from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation
method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net
cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the
effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts
and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports
the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the
effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and
ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting
in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent Events
The Company follows the guidance in Section 855-10-50
of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through
the date when the financial statements were issued and has determined to disclose the underlisted events.
1.
On January 4th, 2024, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management, a company
located at 15711 Grove Ln, Wellington, FL 33414, USA and obtained a loan of $7,500 with 3 Periods maturity form the date of the agreement.
2.
On January 25th, 2024, SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $5,000 with 3 Periods maturity form the date of the agreement.
3.
On February 16th, 2024, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management a company
located at 15711 Grove Ln, Wellington, FL 33414, USA and obtained a loan of $1,500 with 3 Periods maturity form the date of the agreement.
4.
On February 27th, 2024, SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
5.
On March 13th, 2024, SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
6.
On March 28th, 2024, SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
7.
On April 15th, 2024, SportsQuest, Inc signed a convertible loan agreement with Saveen Com Inc a company located at 500
S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
8.
On April 30th, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $5,000 with 3 Periods maturity form the date of the agreement.
9.
On May 13th, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $12,000 with 3 Periods maturity form the date of the agreement.
10.
On May 23rd, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
11.
On May 28th, 2024, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
12.
On June 13th, 2024, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management a company
located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $7,500 with 3 Periods maturity form the date of
the agreement.
13.
On July 23, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian
Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
14.
On August 13, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S
Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
15.
On Aug 27, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500 S Australian
Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
16.
On September 10, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500
S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
17.
On September 26, 2024, SportsQuest, Inc signed a convertible loan agreement with Fransys Consulting Inc a company located at 500
S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $2,500 with 3 Periods maturity form the date of the agreement.
Report of an Independent Registered Public Accounting
Firm
To the shareholders and the board of directors
of SportsQuest, Inc
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of SportsQuest, Inc (the “Company”) as of December 31, 2023, and 2022 the related consolidated statements of operations,
changes in shareholders’ equity and cash flows, for each of the two years in the period ended December 31, 2023, and 2022 and the
related notes collectively referred to as the “financial statements.
In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations
and its cash flows for the year ended December 31, 2023, and 2022, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying financial statements have been
prepared assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously
incurred a net loss of $110,461 for the year ended December 31, 2023, and an accumulated deficit of $3,128,826 at December 31, 2023. The
continuation of the Company as a going concern through December 31, 2023, is dependent upon improving the profitability and the continuing
financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash
to meet the Company’s obligations as they become due.
These factors raise substantial doubt about the
company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from
the outcome of the uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements
taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter
or on the accounts or disclosures to which they relate. There are no critical audit matters to communicate as of December 31, 2023
/S/Olayinka Oyebola & Co
OLAYINKA OYEBOLA & CO.
(Chartered Accountants)
We have served as the Company’s auditor since July 2023.
August 21st, 2024.
Lagos, Nigeria
SPORTSQUEST, INC.
CONSOLIDATED BALANCE SHEETS
| | |
As of Dec 31, 2023 | | |
As of Dec 31, 2022 | |
| ASSETS | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash and Bank | |
$ | 1,977 | | |
$ | 2,207 | |
| Total current assets | |
| 1,977 | | |
| 2,207 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 1,977 | | |
$ | 2,207 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Convertible notes payable | |
$ | 202,673 | | |
$ | 130,973 | |
| Accrued Interest Payable | |
| 113,207 | | |
| 101,235 | |
| Total current liabilities | |
| 315,879 | | |
| 232,208 | |
| | |
| | | |
| | |
| Total other liabilities | |
| – | | |
| – | |
| TOTAL LIABILITIES | |
| 315,879 | | |
| 232,208 | |
| | |
| | | |
| | |
| Stockholders' Equity | |
| | | |
| | |
| Preferred Stock Class A par value $0.001 - Authorised 1,200,000 shares. | |
| – | | |
| – | |
| Preferred Stock Class B par value $0.001 - Authorised 1,000,000 shares. 1,000,000 Issued and outstanding | |
| 1,000 | | |
| 1,000 | |
| Common stock, par value $0.0001 - authorized 5,000,000,000 shares 2,444,363,151 and 4,178,763,151 shares issued and outstanding as of December 31, 2023 and 2022 respectively | |
| 244,436 | | |
| 417,876 | |
| Additional paid-in-capital | |
| 2,569,488 | | |
| 2,369,488 | |
| Accumulated deficit | |
| (3,128,826 | ) | |
| (3,018,365 | ) |
| Net Income | |
| | | |
| | |
| TOTAL STOCKHOLDERS' EQUITY | |
| (313,902 | ) | |
| (230,001 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 1,977 | | |
$ | 2,207 | |
The accompanying notes are an integral part
of these consolidated financial statements.
SPORTSQUEST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| | |
Year Ended
December 31, 2023 | | |
Year Ended
December 31, 2022 | |
| | |
| | |
| |
| Revenue | |
$ | – | | |
$ | – | |
| Cost of revenue | |
| – | | |
| – | |
| Gross profit | |
| – | | |
| – | |
| | |
| | | |
| | |
| Operating Expenses: | |
| | | |
| | |
| General and administrative | |
| 98,489 | | |
| 64,158 | |
| Total operating expenses | |
| 98,489 | | |
| 64,158 | |
| Income (Loss) from Operations | |
| (98,489 | ) | |
| (64,158 | ) |
| Other Income/(expense) | |
| | | |
| | |
| Interest expense | |
| (11,971 | ) | |
| (60,806 | ) |
| Income (loss) before income tax provision | |
| (110,461 | ) | |
| (124,964 | ) |
| Income tax provision | |
| – | | |
| – | |
| Net Income (Loss) | |
$ | (110,461 | ) | |
$ | (124,964 | ) |
| | |
| | | |
| | |
| Net Loss Per Common Share: | |
| | | |
| | |
| Net Loss per common share - Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Outstanding - Basic and Diluted | |
| 2,444,363,151 | | |
| 4,178,763,151 | |
The accompanying notes are an integral part
of these consolidated financial statements.
SPORTSQUEST, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
DEFICIT
| Description | |
Shares | | |
Common Stock | | |
Preferred Stock (A) | | |
Preferred Stock (B) | | |
Additional Paid-in Capital | | |
Accumulated Deficit | | |
Total | |
| | |
| | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| Balance – Balance Jan 1, 2022 | |
| 1,244,783,961 | | |
| 124,478 | | |
| – | | |
| – | | |
| 2,663,886 | | |
| (2,893,401 | ) | |
| (105,037 | ) |
| Common stock issued | |
| 2,933,979,190 | | |
| 293,398 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 293,398 | |
| Preferred Stock (A) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Preferred Stock (B) | |
| 1,000,000 | | |
| – | | |
| – | | |
| 1,000 | | |
| – | | |
| – | | |
| 1,000 | |
| Additional paid in capital | |
| – | | |
| – | | |
| – | | |
| – | | |
| (294,398 | ) | |
| – | | |
| (294,398 | ) |
| Net (loss) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (124,964 | ) | |
| (124,964 | ) |
| Balance – December 31, 2022 | |
| 4,179,763,151 | | |
| 417,876 | | |
| – | | |
| 1,000 | | |
| 2,369,488 | | |
| (3,018,365 | ) | |
| (230,001 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance – Balance Jan 1, 2023 | |
| 4,179,763,151 | | |
| 417,876 | | |
| – | | |
| 1,000 | | |
| 2,369,488 | | |
| (3,018,365 | ) | |
| (230,001 | ) |
| Common stock issued | |
| 215,600,000 | | |
| (173,440 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| (173,440 | ) |
| Preferred Stock (A) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Preferred Stock (B) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Net (loss) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (110,461 | ) | |
| (110,461 | ) |
| Additional paid in capital | |
| (1,950,000,000 | ) | |
| – | | |
| – | | |
| – | | |
| 200,000 | | |
| – | | |
| 200,000 | |
| Balance – December 31, 2023 | |
| 2,445,363,151 | | |
| 244,436 | | |
| – | | |
| 1,000 | | |
| 2,569,488 | | |
| (3,128,826 | ) | |
| (313,902 | ) |
The accompanying notes are an integral part
of these consolidated financial statements.
SPORTSQUEST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | |
Year Ended Dec 31, 2023 | | |
Year Ended Dec 31, 2022 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss from continuing operations attributable to common stockholders | |
$ | (110,461 | ) | |
$ | (124,964 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Preferred stock issued for services | |
| – | | |
| – | |
| Changes in: | |
| | | |
| | |
| Interest Receivables | |
| – | | |
| – | |
| Due from related party | |
| – | | |
| – | |
| Due to related party & Interest Payable | |
| 11,971 | | |
| 60,806 | |
| Net cash used in operating activities | |
| (98,489 | ) | |
| (64,158 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| License agreements | |
| – | | |
| – | |
| Security deposits | |
| – | | |
| – | |
| Net cash used in investing activities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Convertible note payable | |
| 71,700 | | |
| 66,365 | |
| Additional paid in capital | |
| 200,000 | | |
| (294,398 | ) |
| Preferred Stock B | |
| – | | |
| 1,000 | |
| Common share | |
| (173,440 | ) | |
| 293,398 | |
| Net cash provided by financing activities | |
| 98,260 | | |
| 66,365 | |
| | |
| | | |
| – | |
| Net increase in cash | |
| (229 | ) | |
| 2,207 | |
| Cash, beginning of period | |
| 2,207 | | |
| – | |
| Cash, end of period | |
$ | 1,977 | | |
$ | 2,207 | |
The accompanying notes are an integral part
of these consolidated financial statements.
SPORTSQUEST, INC.
NOTES TO DECEMBER 31, 2023, AND 2022
CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Operations
Sportsquest Inc., a Delaware corporation, (the
“Company”) was formed under the laws of the State of Delaware on April 3, 1986. Office address is located at 500 S Australian
Ave, 600 West Palm Beach FI 33401 USA.
The Sportsquest business was created to develop,
own and manage high end sports events and their operating entities, as well as executing a growth strategy involving acquisition of diverse
and effective sports marketing platforms. SportsQuest was incorporated in April 3, 1986 in Delaware under the name Bay Head Ventures,
Inc. The Company has been managing the US Pro Golf Tour and anticipates it will continue to manage USPGT for the foreseeable future. SportsQuest
trades on the Pink Sheets under “SPQS.PK”. SportsQuest holds significant value in content media and is refocusing is business
model.
Note 2 – Summary of Significant Accounting
Policies
Basis of Presentation
The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principle of consolidation
The accompanying consolidated financial statements
include only the accounts of the parent company as of December 31, 2023 and 2022.
Use of Estimates and Assumptions and Critical
Accounting Estimates and Assumptions
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial
statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates
for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain
matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance
is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:
| |
(i) |
Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. |
These significant accounting estimates or assumptions
bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates
or assumptions are difficult to measure or value.
Management bases its estimates on historical
experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates
utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After
such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of
the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP), and expands disclosures about fair value measurements.
To increase consistency and comparability
in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs
to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to
quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three
(3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1 |
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2 |
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3 |
|
Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their
fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant
model assumption or input is unobservable.
The fair value hierarchy gives the highest priority
to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If
the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is
based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amount of the Company’s
financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value
because of the short maturity of those instruments.
Transactions involving related parties cannot
be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not
exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated
on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less to be cash and cash equivalents.
Property and Equipment
Property and equipment are recorded at cost. Expenditures
for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated
using the straight-line method over the estimated useful lives, which range from five (5) years for computer equipment to seven (7) years
for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss is reflected in statements of operations. As of December 31, 2023 and 2022 the company has no investment
in Property and equipment
Related Parties
The Company follows subtopic 850-10 of the FASB
Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to
Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,
to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing
trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f.
other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.
other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures
of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary
course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required
in those statements.
The disclosures shall include: a. the nature of
the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which
income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding
period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB
Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements
are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to
occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing
loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings,
the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that
it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would
be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate
of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon
information available at this time that these matters will have a material adverse effect on the Company’s financial position, results
of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s
business, financial position, and results of operations or cash flows.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of
the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and
earned.
The Company considers revenue realized or realizable
and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped
or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably
assured.
The Company derives its revenues from sales contracts
with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via
invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon
acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
A right of return exists for customers’
retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement
date, the customer is entitled to a refund, except for services already provided.
Income Tax Provision
The Company accounts for income taxes under Section
740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities
are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect
for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled.
The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company adopted the provisions of paragraph
740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company
may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized
upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income
taxes, accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs
and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides
valuation allowances as management deems necessary.
Management makes judgments as to the interpretation
of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company
operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate
provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional
allowances or reversals of reserves may be necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions
and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at December 31, 2023 and 2022.
Earnings per Share
Earnings Per Share is the amount of earnings attributable
to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”)
is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through
260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number
of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting
both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative
preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also
from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to
include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued
during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement,
stock options or warrants.
Pursuant to ASC Paragraphs 260-10-45-45-21 through
260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security
holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected
in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8
through 55-11 require that another method be applied.
Equivalents of options and warrants include non-vested
stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23).
Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury
stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and
common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the
average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference
between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted
EPS computation.
There were no potentially debt or equity instruments
issued and outstanding at any time during the years ended December 31, 2023 and 2022.
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of
the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem
from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation
method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net
cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the
effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts
and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports
the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the
effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and
ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting
in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent Events
The Company follows the guidance in Section 855-10-50
of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through
the date when the financial statements were issued and has determined to disclose the underlisted events As of December 31, 2023, there
are no subsequent events to disclose.
| ITEM 14. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
There has never been any disagreement with any
independent registered public accounting firm that has worked for the Company regarding accounting and financial disclosure.
| ITEM 15. | FINANCIAL STATEMENTS AND EXHIBITS. |
(a) Financial Statements appearing in Item 13
above:
• Unaudited financial statements
for the six months ended June 30, 2024
• Audited financial statements
for the years ended December 31, 2023, and 2022
(b) Exhibits
SIGNATURES
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
SportsQuest, Inc.
By: /s/ Irina Veselinovic
Name: Irina Veselinovic
Title: Chief Executive Officer
Date: February 11, 2025
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| |
|
|
|
|
|
/s/ Irina Veselinovic
Irina Veselinovic |
|
Interim Chief Executive Officer
(Principal Executive Officer) |
|
February 11, 2025 |
| |
|
|
|
|
| |
|
|
|
|
|
/s/ Irina Veselinovic
Irina Veselinovic |
|
Interim Chief Financial Officer
(Principal Accounting/Financial Officer) |
|
February 11, 2025 |
| |
|
|
|
|
| |
|
|
|
|
|
/s/ Zoran Cvetojevic
Zoran Cvetojevic |
|
Chairman of the Board |
|
February 11, 2025 |
| |
|
|
|
|
|
/s/ Dr. Sci Sanja Pekovic
Dr. Sci Sanja Pekovic |
|
Independent Director |
|
February 11, 2025 |
| |
|
|
|
|
|
/s/ Alexander Sentic
Alexander Sentic |
|
Independent Director |
|
February 11, 2025 |
Exhibit 3.1
716 - 774 - 0108 p' STATE OF DELAWARE CE.R.'I - .IFICA FC>R "R.EN'EW..AL I> REVIVAL OF CHARTER. 'The corporation organjzed u . nde .. - t . hc laws c, f" the Sta - ni : <>t' I>elawarc . t : he charter or which vvas voided fr'>r non - p . a . ent o : f" taXCS and . for for : Ollih . 111 : - e to file a complct : c annual .. - cpor 1 : , ncr, ;: v des : b ; ,es p u . re a rest . oration - al anredvival of"its charter : - pursuant f : oSQC - 1 : ion 3 T 2 or the General C - orporal . ion l ... ,a : ' . V of" the Stntc ot Delaware . and hereby c : CTtifie, ;. as Follows, L 2. The Registered. Office olthe corpo.. - a.tion in the SU>.= of" }a' .vare is 1o - ca.ted a"t ., , (s,.:r - ..::et), Coun - ty of (Y,; , r / C,,;; :s “ /,: J in - che City of Zip Code q The: name of the Rcgist:ered Agenl at such address upon whom process ag - ainst: this Corp,orat:ion may be served is,_.=:Z::b,c .. .3. Thedate oFfiling o'l'"tl'.le Corpo ion s origina,.l Certificate o - f""Inco - r - pc,, ion in Dcla.vvare ,...,a,s ------ 'L/ - cac.J.'..LE..t<e.L. 4. Th.e. - encwa.r. a:nd revival of"the churter ofthis corpo tion is to beperpctuaL :5_ "T"he co... - p,c>r - 8·t.ie>n ,..,.as du.ly organized aod ca., - ricd on t_hc - hu.sir:iess: authorized by it.., charter u.ctil t;bc - S..,... . day of C'C).,q c.....f - : - , A - D a - twhich time its char<.er became inoperative and - .. - oid f"""or non - _pe.yrnent of: t:axcs and/or :f""'.Dilu.re t - o file a. complete annual report and the cert:ificau: f'or ren.ewa.1 and revival ls filed by au - thority of' t:he duly elec - d dir - ecno - rs - of th.ce corpor,dcion in accordance with the laws of"th - c State or Delaware_
STATE OF I>ELAWARE CERTIFICATE OF NI>1'><1:ENT C>FCERTIFICATE C>FINCC>IRPORAT'I<>N Tb.e cc:,,xpoxation zed .and existing u:nder and by virtue of the General Corporati,on. Law of the Suu:e of I:>elawa does .hexeby certify; FIR.ST: "Tb.at at a llileet:ing of the Board o:f" Direct:ons of SPOR SQUEST, INC_ l'eSOlu.ttons we. - e duly adopted setting forth a prop,cosed a..,:nendzne:n.t of the Cerl:ificat:e of L - c:::...:npow:ntion . of said <.:01).KM:ation, . dec::lari:ng said BJ:nen.dmen.t to be advisable nnd. ca.llin.g a meeting of the. sk.x:kholders of said c01Cpoxation for cons:ider.ation t:bereof_ 'The resolution. setting £os,:h Che proposed. a. e;nt is asfo s= R.ESOLVED. that the u::a.te ofInooq;K>J::ation o:f' th.is corporation be au:.ended. by c:h.a.ngiug the Article thel:eof" nuID.beced FOURTH - S<> tba as said A'l:'t:icte shall be and :read as follows= Th - =gg=egate - urnbe= of sha=es thoa Co:rporatio sh..a.11 ha - e the a th rity to iss e is fi - e bi111= CS.000,000,000} sb.,a_res of counn.o stock pa= ai e $0.0001 a.r:Ld = e i11ie>r.1. t - - =o h tl.r - ed tho s.;m.d (1,200,000)sh.a..re s of preferred st ck par - i e $0.0001 SECO.ND: 'Tb.at: tbe:l:ea:fter, pursuant to resolucion of its Board of DUectcw.s.. a. special :aneeting of the s:ttx:::lcho'ldeX's of said crnj.>C.Mation . - was duly called and held upon_ notice in accordance with Secti<>n 222 o,f the <Jener:al C<nporati<ni Law of the State of law.are at which 6ng the ,u,ec s:ery number of sh.ares as i: - equired by staeu.te wea'.e "Voted. in. favor of l:he a.u:.endme:nt. THIRD: 'Tb.al: - .id aIDendzo:eut was duly adopted in. .acccn:dance wit.b che P,:ovision.s of Section 242 of t:he Cie I c::'.orpoz:ation 1 - a.w <>fdie State of J:>etaware_ IN WI"'I'"NE.._,qs w.IER"E<)IF - .id. Corp,o,:""at:io:n ha.& c:ausccl. this certif"":RCa.t:e b:> be signed thjs 25th day 0 Feb= - ua.=y 20
Exhibit 3.2
BYLAWS
OF
SPORTSQUEST,
INC.
TABLE OF CONTENTS
| |
Page |
| ARTICLE I - CORPORATE OFFICES |
1 |
| |
|
| 1.1 |
Registered Office |
1 |
| 1.2 |
Other Offices |
1 |
| |
|
|
| ARTICLE II - MEETINGS OF STOCKHOLDERS |
1 |
| |
|
| 2.1 |
Place Of Meetings |
1 |
| 2.2 |
Annual Meeting |
1 |
| 2.3 |
Special Meeting |
1 |
| 2.4 |
Notice Of Stockholders’ Meetings |
2 |
| 2.5 |
Manner Of Giving Notice; Affidavit Of Notice |
2 |
| 2.6 |
Quorum |
2 |
| 2.7 |
Adjourned Meeting; Notice |
2 |
| 2.8 |
Organization; Conduct of Business |
2 |
| 2.9 |
Voting |
3 |
| 2.1 |
Waiver Of Notice |
3 |
| 2.11 |
Stockholder Action By Written Consent Without A Meeting |
3 |
| 2.12 |
Record Date For Stockholder Notice; Voting; Giving Consents |
4 |
| 2.13 |
Proxies |
4 |
| |
|
|
| ARTICLE III - DIRECTORS |
4 |
| |
|
| 3.1 |
Powers |
4 |
| 3.2 |
Number Of Directors |
5 |
| 3.3 |
Election, Qualification And Term Of Office Of Directors |
5 |
| 3.4 |
Resignation And Vacancies |
5 |
| 3.5 |
Place Of Meetings; Meetings By Telephone |
6 |
| 3.6 |
Regular Meetings |
6 |
| 3.7 |
Special Meetings; Notice |
6 |
| 3.8 |
Quorum |
6 |
| 3.9 |
Waiver Of Notice |
6 |
| 3.1 |
Board Action By Written Consent Without A Meeting |
7 |
| 3.11 |
Fees And Compensation Of Directors |
7 |
| 3.12 |
Approval Of Loans To Officers |
7 |
| 3.13 |
Removal Of Directors |
7 |
| 3.14 |
Chairman Of The Board Of Directors |
7 |
| |
|
|
| ARTICLE IV - COMMITTEES |
8 |
| |
|
| 4.1 |
Committees Of Directors |
8 |
| 4.2 |
Committee Minutes |
8 |
| 4.3 |
Meetings And Action Of Committees |
8 |
TABLE OF CONTENTS
(continued)
| |
|
Page |
| ARTICLE V - OFFICERS |
8 |
| |
|
| 5.1 |
Officers |
8 |
| 5.2 |
Appointment Of Officers |
8 |
| 5.3 |
Subordinate Officers |
9 |
| 5.4 |
Removal And Resignation Of Officers |
9 |
| 5.5 |
Vacancies In Offices |
9 |
| 5.6 |
Chief Executive Officer |
9 |
| 5.7 |
President |
9 |
| 5.8 |
Vice Presidents |
9 |
| 5.9 |
Secretary |
10 |
| 5.10 |
Chief Financial Officer |
10 |
| 5.11 |
Representation Of Shares Of Other Corporations |
10 |
| 5.12 |
Authority And Duties Of Officers |
10 |
| |
|
|
| ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS |
11 |
| |
|
| 6.1 |
Indemnification Of Directors And Officers |
11 |
| 6.2 |
Indemnification Of Others |
11 |
| 6.3 |
Payment Of Expenses In Advance |
11 |
| 6.4 |
Indemnity Not Exclusive |
11 |
| 6.5 |
Insurance |
11 |
| 6.6 |
Conflicts |
12 |
| |
|
|
| ARTICLE VII - RECORDS AND REPORTS |
12 |
| |
|
| 7.1 |
Maintenance And Inspection Of Records |
12 |
| 7.2 |
Inspection By Directors |
12 |
| |
|
|
| ARTICLE VIII - GENERAL MATTERS |
13 |
| |
|
| 8.1 |
Checks |
13 |
| 8.2 |
Execution Of Corporate Contracts And Instruments |
13 |
| 8.3 |
Stock Certificates; Partly Paid Shares |
13 |
| 8.4 |
Special Designation On Certificates |
13 |
| 8.5 |
Lost Certificates |
14 |
| 8.6 |
Construction; Definitions |
14 |
| 8.7 |
Dividends |
14 |
| 8.8 |
Fiscal Year |
14 |
| 8.9 |
Seal |
14 |
| 8.10 |
Transfer Of Stock |
14 |
| 8.11 |
Stock Transfer Agreements |
14 |
| 8.12 |
Registered Stockholders |
15 |
| 8.13 |
Facsimile Signature |
15 |
| |
|
|
| ARTICLE IX - AMENDMENTS |
15 |
BYLAWS
OF
SPORTSQUEST, INC.
ARTICLE I
CORPORATE
OFFICES
1.1
Registered Office.
The
registered office of the corporation shall be in the City of Newark, County of New Castle, State of Delaware.
1.2
Other Offices.
The Board
of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
2.1
Place Of Meetings.
Meetings
of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence
of any such designation, stockholders’ meetings shall be held at the registered office of the corporation.
2.2
Annual Meeting.
The annual
meeting of stockholders shall be held on such date, time and place, either within or without the State of Delaware, as may be designated
by resolution of the Board of Directors each year. At the meeting, directors shall be elected and any other proper business may be transacted.
2.3
Special Meeting.
A special
meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, the president or by one or
more stockholders holding shares in the aggregate entitled to cast not less than ten percent of the votes at that meeting.
If a special
meeting is called by any person or persons other than the Board of Directors, the president or the chairman of the board, the request
shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall
be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the
president, any vice president, or the secretary of the corporation. No business may be transacted at such special meeting otherwise than
specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote,
in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time requested by the
person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.
If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may
give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board of Directors may be held.
2.4
Notice Of Stockholders’ Meetings.
All notices
of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws
not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.
The notice shall specify the place (if any), date and hour of the meeting, and in the case of a special meeting, the purpose or purposes
for which the meeting is called.
2.5
Manner Of Giving Notice; Affidavit Of Notice.
Written
notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. Without limiting the manner by which notice otherwise may
be given effectively to stockholders, any notice to stockholders may be given by electronic mail or other electronic transmission, in
the manner provided in Section 232 of the Delaware General Corporation Law. An affidavit of the secretary or an assistant secretary or
of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.
2.6
Quorum.
The holders
of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute
or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then
either (a) the chairman of the meeting or (b) holders of a majority of the shares of stock entitled to vote who are present, in person
or by proxy, shall have power to adjourn the meeting to another place (if any), date or time.
2.7
Adjourned Meeting; Notice.
When a
meeting is adjourned to another place (if any), date or time, unless these Bylaws otherwise require, notice need not be given of the
adjourned meeting if the time and place (if any), thereof and the means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment
is for more than thirty (30) days, or a new record date is affixed for the adjourned meeting, notice of the place (if any), date and
time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
2.8
Organization; Conduct of Business.
(a)
Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation
or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present,
in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the
Secretary of the Corporation, the Secretary of the meeting shall be such person as the Chairman of the meeting appoints.
(b)
The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including
the manner of voting and the conduct of business. The date and time of opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the meeting.
2.9
Voting.
The
stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of
these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights
of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).
Except as may
be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law,
all other matters shall be determined by a majority of the votes cast affirmatively or negatively.
2.10
Waiver Of Notice.
Whenever notice
is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these
Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission
by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written
waiver of notice unless so required by the certificate of incorporation or these Bylaws.
2.11
Stockholder
Action By Written Consent Without A Meeting.
Unless
otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is (i) signed by the holders of
outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, and (ii) delivered to the Corporation in accordance with Section
228(a) of the Delaware General Corporation Law.
Every written
consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take
the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation,
a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner
prescribed in this Section. A telegram,
cablegram, electronic mail
or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person
or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for purposes of this Section
to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation
Law.
Any copy,
facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.
Prompt
notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders
who have not consented in writing (including by electronic mail or other electronic transmission as permitted by law). If the action
which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of
Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state,
in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been
given as provided in Section 228 of the General Corporation Law of Delaware.
2.12
Record Date
For Stockholder Notice; Voting; Giving Consents.
In order
that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.
If the Board of Directors does not so fix a record date:
(a)
The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(b)
The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the first written consent (including consent by electronic mail
or other electronic transmission as permitted by law) is delivered to the corporation.
(c)
The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
A
determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting, if such adjournment is for thirty (30) days or less; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
2.13
Proxies.
Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for such stockholder by an instrument in writing or by an electronic transmission permitted by law filed
with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact.
The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the
General Corporation Law of Delaware.
ARTICLE
III
DIRECTORS
3.1
Powers.
Subject
to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these Bylaws
relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.
3.2
Number Of
Directors.
Upon the adoption
of these bylaws, the number of directors constituting the entire Board of Directors shall be two (2). Thereafter, this number may be
changed by a resolution of the Board of Directors or of the stockholders, subject to Section 3.4 of these Bylaws. No reduction of the
authorized number of directors shall have the effect of removing any director before such director’s term of office expires.
3.3
Election, Qualification
And Term Of Office Of Directors.
Except as provided
in Section 3.4 of these Bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual
meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these Bylaws, wherein other qualifications
for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his or her successor
is elected and qualified or until his or her earlier resignation or removal.
Elections of directors need
not be by written ballot.
3.4
Resignation
And Vacancies.
Any director
may resign at any time upon written notice to the attention of the Secretary of the corporation. When one or more directors so resigns
and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
Unless otherwise provided
in the certificate of incorporation or these Bylaws:
(a)Vacancies
and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders
having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum,
or by a sole remaining director.
(b)Whenever
the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate
of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
If at any
time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder
or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person
or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation
or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the
General Corporation Law of Delaware.
If, at
the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the
whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the
General Corporation Law of Delaware as far as applicable.
3.5
Place Of
Meetings; Meetings By Telephone.
The Board
of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.
Unless
otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone
or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
3.6
Regular Meetings.
Regular
meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined
by the board.
3.7
Special Meetings;
Notice.
Special
meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board, the president,
any vice president, the secretary or any two directors.
Notice of
the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation.
If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the
meeting. If the notice is delivered personally by facsimile, by electronic transmission, by telephone or by telegram, it shall be delivered
at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is
to be held at the principal executive office of the corporation. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.
3.8
Quorum.
At all
meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present
at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present.
A meeting
at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken
is approved by at least a majority of the required quorum for that meeting.
3.9Waiver
Of Notice.
Whenever
notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation
or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic
transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee
of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws.
3.10
Board Action
By Written Consent Without A Meeting.
Unless
otherwise restricted by the certificate of incorporation or these Bylaws, any action required or permitted to be taken at any meeting
of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions
are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained
in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Any copy,
facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.
3.11
Fees And Compensation
Of Directors.
Unless
otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have the authority to fix the
compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving
compensation therefor.
3.12
Approval Of Loans
To Officers.
The corporation
may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary,
including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors,
such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be
with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict
the powers of guaranty or warranty of the corporation at common law or under any statute.
3.13
Removal Of Directors.
Unless
otherwise restricted by statute, by the certificate of incorporation or by these Bylaws, any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors;
provided, however, that if the stockholders of the corporation are entitled to cumulative voting, if less than the entire Board of Directors
is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if
then cumulatively voted at an election of the entire Board of Directors.
No reduction
of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s
term of office.
3.14
Chairman Of The
Board Of Directors.
The corporation
may also have, at the discretion of the Board of Directors, a chairman of the Board of Directors who shall not be considered an officer
of the corporation.
ARTICLE
IV
COMMITTEES
4.1
Committees
Of Directors.
The Board
of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The
Board may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting
and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation
to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporate
Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the corporation.
4.2
Committee
Minutes.
Each
committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
4.3
Meetings
And Action Of Committees.
Meetings and
actions of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and
meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9
(waiver of notice), and Section 3.10 (action without a meeting) of these Bylaws, with such changes in the context of such provisions
as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the
time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee,
that special meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board
of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.
ARTICLE
V
OFFICERS
5.1
Officers.
The officers
of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion
of the Board of Directors, a chief executive officer, one or more vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any number
of offices may be held by the same person.
5.2
Appointment Of
Officers.
The
officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
Bylaws, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.
5.3
Subordinate
Officers.
The
Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as
the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties
as are provided in these Bylaws or as the Board of Directors may from time to time determine.
5.4
Removal And
Resignation Of Officers.
Subject
to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an
officer chosen by the Board of Directors, by any officer upon whom the power of removal is conferred by the Board of Directors.
Any
officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any
contract to which the officer is a party.
5.5
Vacancies In
Offices.
Any
vacancy occurring in any office of the corporation shall be filled by the Board of Directors.
5.6
Chief Executive
Officer.
Subject
to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if any, the chief executive
officer of the corporation (if such an officer is appointed) shall, subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings of the stockholders
and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors and shall have the general
powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers
and duties as may be prescribed by the Board of Directors or these bylaws.
5.7
President.
Subject to such
supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer,
the president shall have general supervision, direction, and control of the business and other officers of the corporation. He or she
shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers
and duties as may be prescribed by the Board of Directors or these Bylaws.
5.8
Vice Presidents.
In
the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed
by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the
president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents
shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board
of Directors, these Bylaws, the president or the chairman of the board.
5.9
Secretary.
The secretary
shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may
direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show
the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares
present or represented at stockholders’ meetings, and the proceedings thereof.
The secretary
shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer
agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the
names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing
such shares, and the number and date of cancellation of every certificate surrendered for cancellation.
The secretary
shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law
or by these Bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.
5.10
Chief Financial
Officer.
The chief
financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any
director.
The chief
financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories
as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board
of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his or her
transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such
other duties as may be prescribed by the Board of Directors or the bylaws.
5.11
Representation
Of Shares Of Other Corporations.
The chairman
of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant
secretary of this corporation, or any other person authorized by the Board of Directors or the chief executive officer or the president
or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised
either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having
such authority.
5.12
Authority And Duties
Of Officers.
In addition
to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties
in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.
ARTICLE VI
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
6.1
Indemnification
Of Directors And Officers.
The corporation
shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors
and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For
purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (a) who is or
was a director or officer of the corporation, (b) who is or was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which
was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.
6.2
Indemnification
Of Others.
The corporation
shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each
of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that
such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent”
of the corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the corporation,
(b) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the corporation
or of another enterprise at the request of such predecessor corporation.
6.3
Payment Of
Expenses In Advance.
Expenses
incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification
is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance
of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay
such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified
party is not entitled to be indemnified as authorized in this Article VI.
6.4
Indemnity
Not Exclusive.
The indemnification
provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and
as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized
in the certificate of incorporation
6.5
Insurance.
The corporation
may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such
liability under the provisions of the General Corporation Law of Delaware.
6.6
Conflicts.
No indemnification
or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment
or decree of any court of competent jurisdiction, in any circumstance where it appears:
(a)
That it would be inconsistent with a provision of the certificate of incorporation, these Bylaws, a resolution of the stockholders
or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses
were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b)
That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
ARTICLE VII
RECORDS
AND REPORTS
7.1
Maintenance
And Inspection Of Records.
The corporation
shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of
its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws
as amended to date, accounting books, and other records.
Any stockholder
of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders,
and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other
agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in
Delaware or at its principal place of business.
A complete
list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in each such stockholder’s name, shall be open to the
examination of any such stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law. The stock
list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.
7.2
Inspection
By Directors.
Any director
shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for
a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction
to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director
to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may,
in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as
the Court may deem just and proper.
ARTICLE VIII
GENERAL MATTERS
8.1
Checks.
From time
to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders
for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only
the persons so authorized shall sign or endorse those instruments.
8.2
Execution Of
Corporate Contracts And Instruments.
The Board
of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to
specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose or for any amount.
8.3
Stock Certificates;
Partly Paid Shares.
The shares of a corporation
shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions
that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board
of Directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary
of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon
a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.
The corporation
may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor.
Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation
in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid
shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
8.4
Special Designation
On Certificates.
If the
corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations,
the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate
that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back
of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
8.5
Lost Certificates.
Except as
provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter
is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated
shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the corporation may
require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate or uncertificated shares.
8.6
Construction;
Definitions.
Unless the
context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural,
the plural number includes the singular, and the term “person” includes both a corporation and a natural person.
8.7
Dividends.
The directors of the
corporation, subject to any restrictions contained in (a) the General Corporation Law of Delaware or (b) the certificate of incorporation,
may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s
capital stock.
The directors
of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining
any property of the corporation, and meeting contingencies.
8.8
Fiscal Year.
The fiscal
year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.
8.9
Seal.
The corporation may
adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof, to be impressed
or affixed or in any other manner reproduced.
8.10
Transfer Of Stock.
Upon surrender
to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence
of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the transaction in its books.
8.11
Stock Transfer
Agreements.
The corporation
shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation
to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.
8.12
Registered Stockholders.
The corporation
shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another
person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
8.13
Facsimile Signature.
In addition
to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer
or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.
ARTICLE IX
AMENDMENTS
The Bylaws
of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation
may, in its certificate of incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power
has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal
Bylaws.
Exhibit 4.1
RESTATED
Certificate of Designation
Preferred Stock Class:
Series B
SPORTSQUEST, INC.
Pursuant to Title 8, Section 242 of the
Delaware State Code
SPORTSQUEST, INC,
a corporation organized and existing under the General Corporation Law of the State of Delaware, (the "Company").
DOES HEREBY CERTIFY:
That, the Board
of Directors of the Company (the "Board of Directors" or the "Board"), pursuant to the authority of the Board of
Directors as required by the Delaware Revised Statutes, and in accordance with the provisions of its Certificate of Incorporation and
Bylaws, each as amended and restated through the date hereof, has and hereby authorizes the creation of preferred shares in the Company
authorized at 1,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), and hereby states the
designation and number of shares, and fixes the relative rights, preferences , privileges, powers and restrictions thereof, as follows:
I.
DESIGNATION AND AMOUNT
The designation of this series consists of one million (1,000,000)
shares of Preferred Stock and is the Series B Preferred Stock (the 'Series B Preferred Stock").
II.
CERTAIN DEFINITIONS
For purposes of this Certificate of Designation, in addition
to the other terms defined herein, the following terms shall have the following meanings:
| a. | "Common Stock" means the common stock of the Company, par value $0.001
per share, together with any securities into which the common stock may be reclassified. |
| | | |
| b. | "Corporation" means the collective reference to the Company and its successors in interest. |
| | | |
| c. | "Holder" shall mean the holder or owner of shares or his/her designee or assigns. |
| | | |
| d. | "Securities Exchange" means any one of the New York Stock Exchange, NYSE, AMEX, NASDAQ, OTC
Bulletin Board, OTM Markets or any other securities exchange or recognized quotation service in the United States where the Corporation's
Common Stock may be traded. |
| | | |
| e. | "Series B Preferred Stock" shall mean the four million five hundred thousand
(4,500,000) shares of Series B Preferred Stock authorized for issuance pursuant to the Certificate of Designation. |
| | | |
| f. | "Trading Day" shall mean any day on which the Common Stock is traded for
any period on the Securities Exchange or other securities market on which the Common Stock is then being traded. |
III.
DIVIDENDS
The Holder of
Series B Preferred Stock will not be entitled to receive dividends of any kind when, and if, declared by the Board of Directors at their
sole discretion.
IV.
CONVERSION
| |
a. |
The Holder of the Series B Preferred Stock shall have the right, from time to time, to convert shares of the Series B Preferred Stock
at the conversion ratio of one hundred (100) shares of Common Stock for each single (1) share of Series B Preferred Stock. Shares of
Series B Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number
of Common Shares after the reverse split as would have been equal to the ration herein prior to the reverse split. The conversion rate
of the Series B Preferred Stock would increase proportionately in the case of forward splits, and may not be diluted by a reverse split
following a forward split. |
| |
|
|
| |
b. |
If at any time or times after the issuance of Series B Preferred Stock to the Holder, the Company proposes for any reason to register
any shares of its Common Stock for public sale under the Securities Act of 1933, as amended (whether in connection with a public offering
of securities by the Company, a secondary offering of securities by stockholders of the Company, or both), the Company will promptly
give written notice thereof to the Holder, such notice to include a brief description of the proposed registration and offering including
the total proposed size, other anticipated selling shareholders, identity of the underwriter (if any), and anticipated range of offering
prices. Within ten (10) days after receipt of such notice, the Holder may elect in writing to include a portion of his Series B Preferred
Stock converted into the Company's Common Shares (including all vested options to purchase shares) for sale and registration in such
proposed offering, in which case the Company will effect the registration under the Securities Act of 1933 of all such shares (and options)
requested by the Holder up to the total number of the Holder's shares (including options). The Company shall not be required to include
any shares of the Holder unless the Holder accepts the standard and customary terms of the underwriting as reasonably agreed upon by
the Company and the managing underwriter(s) for such offering. The Company will bear all costs associated with the inclusion of the Holder's
shares in any offering. |
V.LIQUIDATION
PREFERENCE
The Series
B Preferred Stock shall have liquidation rights with respect to liquidation preference upon the event of any liquidation, dissolution
or winding up of the Corporation, either voluntary or involuntary equal to the number of shares of Common Stock as if all Series B Preferred
Shares remaining issued and outstanding were converted to Common Stock.
VI.
VOTING RIGHTS
Each share of
Series B Preferred Stock shall have one hundred (100) votes for any election or other vote placed before the shareholders of the Company.
VII.
MISCELLANEOUS
a.
Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Series
B Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (without and bond or other security) reasonably
satisfactory to the Corporation, or in the case of mutilation, the Series B Preferred Stock Certificate(s) (surrendered for cancellation),
the Corporation shall execute and deliver new Series B Stock Certificate(s) of like tenor and date. However, the Corporation shall not
be obligated to reissue such lost, stolen, destroyed or mutilated Series B Preferred Stock Certificate(s) if the Holder contemporaneously
requests the Corporation to convert such Series B Preferred Stock.
b.
Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right
of the Holder of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the Holder
thereof) upon the written consent of the Holder.
c.
Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt
requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission or by confirmed
email transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt,
if delivered personally or by nationally recognized overnight carrier or confirmed facsimile or email transmission, in each case addressed
to party.
SPORTSQUEST, INC
ACTION BY WRITTEN CONSENT OF SHAREHOLDERS OF SPORTSQUEST,
INC.
IN LIEU OF SPECIAL MEETING
WHEREAS, pursuant
to the applicable statutes and Bylaws of this Corporation, it is deemed desirable and in the best interests of this Corporation that the
following actions be taken by the Shareholders or this Corporation pursuant to this Written Consent:
NOW, THEREFOR BE
IT RESOLVED that the undersigned Shareholders of this Corporation hereby consent to, approve and adopt the following:
CREATION OF SERIES B PREFERRED STOCK
WHEREAS, the Shareholders
deem it in the best interest of the Corporation to create Series B Preferred Shares in the amount of 1,000,000 shares with a Certificate
of Designation of the Series B Preferred Stock Pursuant to Title 8 Section 242 of the Delaware State Code to improve
the capitalization of the Corporation, and
WHEREAS, in accordance
with the Delaware Corporations Code and the Corporation's Bylaws, the Corporation may create the Certificate of Designations of the Series
B Preferred Stock by the written consent of its Shareholders, and
WHEREAS, Mr. Zoran
Cvetojevic has served as the Chief Executive Officer of the Corporation with no compensation, and the Shareholders deem it in the best
interest of the Corporation to issue the Series B Preferred Shares in exchange for the services rendered.
NOW, THEREFORE, BE IT
RESOLVED, by written consent
of the Shareholders, that pursuant to the provisions of the Certificate of Incorporation of the Corporation (as such may be amended, modified
or restated from time to time) which authorizes the creation of preferred shares, the Corporation shall create one million (1,000,000)
shares of Series B Preferred Stock, par value $0.001 per share (the "Preferred Stock")), and the authority to
create said shares is hereby vested in the Board. The rights of the Series B Preferred Stock may be, and hereby are as stated in the attached
Certificate of Designation, and that the designation and number of shares of such series, and the voting and other powers, preferences
and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in
that Certificate of Designation.
RESOLVED, by written consent
of the Shareholders, that the Preferred Stock shall be issued, one million (1,000,000) shares to Zoran Cvetojevic as compensation for
services as the temporary Chief Executive Officer.
GENERAL RESOLUTIONS
RESOLVED, that any officer
of the Corporation is hereby authorized and directed to take or cause to be taken all such further actions, to cause to be executed and
delivered all such further agreements, documents, amendments, requests, reports, certificates, and other instruments, in the name and
on behalf of the Corporation, and to take all such further action, as such officer executing the same in his or her discretion may consider
necessary or appropriate, in order to carry out the intent and purposes of the foregoing resolutions;
FURTHER RESOLVED, that
this Consent shall have the same force and effect as a majority vote cast at a special meeting of the Shareholders, duly called, noticed,
convened and held in accordance with the law, the Articles of Incorporation, and the Bylaws of the Corporation.
This written consent
shall be filed in the Minute Book of this Corporation and become part of the records of this Corporation. This written consent may be
signed in counterpart and by fax.
Dated: December 12, 2022
SHAREHOLDERS:
Zoran Cvetojevic
/s/ Zoran Cvetojevic
Numb of
Shares: 1,2000,000 Series A Preferred, 75% of the voting rights
Exhibit 10.1
CONVERTIBLE LOAN AGREEMENT
THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made
as of August 2, 2024. by and between SportsQuest, Inc., a corporation organized under the laws of the State of Delaware, USA, with
registered offices located at 500 S Australian Ave., West Palm Beach, FL 33401 (the “Corporation”), and Miro Zecevic, a person,
located at 15711 Cedar Grove Ln, Wellington, FL 33414, USA (the “INVESTOR”).
In consideration of the mutual covenants and agreements contained in
this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), INVESTOR hereby
grants to the Corporation a convertible loan in the principal amount of $5,000 in lawful currency of USA (the “Principal
Amount”), which the Corporation hereby acknowledge having received, the whole in accordance with the following terms and conditions:
1.
Maturity Date – Subject to Sections 3 and 10, unless a conversion under Section 9 or an Event of Default (as defined
below) has occurred prior to this time, the Principal Amount, together with any accrued and unpaid interest on such Principal Amount (together,
the “Indebtedness”), will be due and payable in full on the Third anniversary of the signature of this Loan Agreement (the
“Maturity Date”).
2. Origination Fee – No origination
fee applies to this loan agreement.
3. Interest
– Subject to Section 3, the Principal Amount, together with any past due and unpaid interest, will bear an 10.0% interest rate
accruing annually, calculated monthly and compounded monthly, from the date hereof until payment in full has been received by INVESTOR,
including without limitation before and after maturity, default or judgment.
4. Extension –
If the Corporation and INVESTOR both agree to do so in writing, the Maturity Date may be extended by a period not to exceed 24
months from the original Maturity Date (the “Extension Period”). In the event that the Maturity Date is so extended, the
interest rate shall not be increased.
5. Use
of Proceeds – The Corporation will use the Principal Amount for the following purposes only: general working capital, on-going
development of the Corporation’s core technology, hiring the core team, development of an intellectual property strategy, business
development and general corporate development purposes.
6. Security – The Corporation’s
loan obligations under this Loan Agreement will rank in priority to all other indebtedness of the Corporation.
7.
Representations and Warranties – To induce INVESTOR to advance the Principal Amount to the Corporation, the Corporation
represents and warrants the following to INVESTOR as of the date of this Loan Agreement:
(a) the Corporation has been duly incorporated and is validly
existing under the (the “Corporation Act”) and has not been discontinued under the Corporation Act or been dissolved and is
in good standing with respect to the filing of annual reports with the Director of Industry for the Corporation Act ;
(b) the Corporation has all requisite corporate power
and capacity to own its property and assets and to carry on its business as now being conducted by it and enter into and deliver this
Loan Agreement, and the Investor Rights Agreement dated the date hereof granting INVESTOR preemptive rights (the “Investor Rights
Agreement” and together with the Loan Agreement , the “Transaction Documents”), and to perform its obligations under
each of these documents;
(c) the Corporation has acquired all material licenses,
registrations, authorizations, permits, approvals and consents necessary to carry on its business and such licenses, registrations, authorizations,
permits, approvals and consents are in good standing, and the Corporation is conducting its business in compliance in all material respects
with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on;
(d) each of the Transaction Documents, when executed and
delivered, will constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance
with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable
principles;
(e) neither the execution and delivery of the Transaction
Documents, compliance with the terms, conditions and provisions of the Transaction Documents, will conflict with, accelerate the terms
of or result in a breach of any of the terms, conditions or provisions of:
(i) any
agreement, instrument or arrangement to which the Corporation is now a party or by which it is or may be bound, or constitute a
default thereunder;
(ii) any judgment or order, writ, injunction
or decree of any court; or
(iii) any applicable law, regulation or
regulatory policy;
(f) this Loan Agreement (and the conversion rights granted
therein) complies with all applicable securities laws and INVESTOR will hold all of its rights, title and interest therein (including
its conversion rights) free and clear of all pre-emptive rights, hypothecs, mortgages, liens, charges, security interests, adverse claims,
pledges and demands whatsoever arising by reason of the acts or omissions of the Corporation, other than the resale restrictions imposed
by applicable securities laws; and
(g) the capitalization table attached to the conditional
funding offer made by INVESTOR and accepted by the Corporation set forth all of the issued and outstanding shares of the capital of the
Corporation as well as all issued and outstanding options, warrants, securities and other rights to purchase shares of the capital of
the Corporation as of the date hereof.
8. The occurrence of any of the following events shall constitute
an “Event of Default” under this note:
(a) If
default occurs in payment when due of any indebtedness and such default continues for a period of 5 days following written notice
specifying the same by the INVESTOR;
(b) if default occurs in
performance of any other material covenant of the Corporation under this Note or Investor Rights Agreement and such default continues
for period of 10 days following written notice specifying the same by the INVESTOR;
(c) if (i) the Corporation commits an act of bankruptcy
or becomes insolvent within the meaning of any bankruptcy or insolvency legislation applicable to it or files an assignment in bankruptcy
(ii) a petition or other process for the bankruptcy of the Corporation is filed or instituted and remains undismissed or unstayed for
a period of at least 30 days or any relief sought in such proceedings shall occur.
Upon the occurrence of any Event of Default, all Indebtedness
shall at the option of the INVESTOR and by notice in writing to the Corporation become forthwith due and payable and all of the rights
and remedies conferred in respect of the Note shall become immediately enforceable.
9.
Indemnity and Costs – INVESTOR is relying on the representations, warranties and covenants contained in this Loan
Agreement. The Corporation agrees to indemnify and save INVESTOR harmless from and against all losses, damages, costs, or expenses,
including legal costs as between a solicitor and his own client, suffered or incurred by INVESTOR as a result of or in connection
with any of those representations, warranties or covenants being incorrect or breached. The Corporation will also pay or reimburse
the reasonable legal fees, disbursements and out of pocket costs (including any applicable taxes thereon) incurred by or for the
account of INVESTOR (i) in connection with the preparation of this Loan Agreement, and the transactions contemplated in this Loan
Agreement and (ii) in pursuing its remedies against the Corporation in the event the Corporation defaults on any payment owing under
this Loan Agreement.
10. Conversion
(a) In this Section 9:
“Conversion Price” means 0.00001 :
(i)
in the case of a Significant Financing (defined below), the lower of: (A) the lowest price paid per Significant
Financing Security (defined below); and (B) the Capped Price;
(ii) in
the case of a Change of Control (defined below), the lower of: (A) the price per share of the Corporation based on the valuation
given in connection with the event triggering the Change of Control; and (B) the Capped Price;
(iii) in the case of a
Discretionary Conversion (defined below), the lower of: (A) the price per share of the Corporation paid to the Corporation for
Securities (defined below) at the last external financing (i.e. a financing where such Securities were issued which includes
investors other than the current directors, officers and employees of the Corporation) completed after the date of this Loan
Agreement; and (B) the Capped Price, however where no external financing has occurred after the date of this Loan Agreement, the
price will be the Capped Price;
“Capped Price” means the pre-money price
per share of the Corporation, which is capped at Two Hundred and Twenty-Five Thousand Dollars ($2212,000).
“Discount” means a discount of 0% to the Conversion
Price.
(b) The Indebtedness may be converted at INVESTOR’s
option upon any of the following events (each a “Potential Conversion Event”) and on the terms set out in this Section 9:
(i)
If the Corporation completes a private placement of equity securities of the Corporation (such securities or
units of securities are referred to as the “Significant Financing Securities”) for gross proceeds of at least $500,000
(which does not include any Indebtedness converted pursuant to this Loan Agreement) (a “Significant Financing”) then
unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection
9(d)), concurrent with the closing of such Significant Financing all of the Indebtedness will be automatically and concurrently
converted into Significant Financing Securities at a price equal to the applicable Conversion Price less the Discount and otherwise
on the same terms and conditions as the investors under the Significant Financing.
(ii) Upon
an amalgamation, merger or reorganization of the Corporation, a Sale of Control, initial public offering of equity securities of the
Corporation or a sale of all or substantially all of the Corporation’s assets or undertaking, other than as part of an
internal amalgamation, merger or reorganization which does not involve persons who are not shareholders or wholly owned subsidiaries
of the Corporation (each a “Change of Control”), unless INVESTOR provides a notice to the Corporation that it does not
wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Change of Control all of the
Indebtedness will be automatically and concurrently converted into the highest ranking equity securities of the Corporation
outstanding immediately prior to the Change of Control (the “Change of Control Securities”), at a price equal to the
applicable Conversion Price less the Discount, where “Sale of Control” means any event after which a person, together
with his or its “associates” and “affiliates” (as defined in the Canada Business Corporations Act), holds,
directly or indirectly, legally or beneficially, shares of the Corporation carrying more than 50% of the votes capable of being cast
at a general meeting of the shareholders of the Corporation.
(c) The Indebtedness may also be converted at
INVESTOR’s sole option on the terms set out in this Section 9 if at any time prior to the Maturity Date, INVESTOR has provided
the Corporation with written notice that it wishes to convert its Indebtedness into equity securities (a “Discretionary
Conversion”), then on the date specified in such notice (which must not be beyond the Maturity Date) (the “Discretionary
Conversion Date”) all of the Indebtedness will be automatically converted into the highest ranking equity securities of the
Corporation outstanding at the Discretionary Conversion Date (the “Securities”), at a price equal to the applicable
Conversion Price less the Discount.
(d) The
Corporation shall provide INVESTOR with notice of any Potential Conversion Event at least 15 business days prior to the closing of
such Potential Conversion Event. Upon receipt of such notice, INVESTOR shall have 12 business days to notify the Corporation in
writing if it does not wish to convert the Indebtedness. In the event INVESTOR delivers such notice to the Corporation as set out
above the Corporation will have the right to either keep the Loan outstanding in its current form, or prepay the Loan as set out in
Section 10.
(e) Upon conversion of the
Indebtedness, the Corporation will promptly deliver to INVESTOR a certificate representing the Significant Financing Securities, Change
of Control Securities or Securities, as applicable, and, in the case of a Significant Financing or Change of Control, such other documents
as purchasers under the Significant Financing or Change of Control, as applicable, are entitled to receive in connection therewith including,
but not limited to, an opinion of counsel satisfactory to INVESTOR, acting reasonably, to the effect that such securities are duly and
validly issued, fully paid and non-assessable, free from pre-emptive rights, and issued in compliance with applicable securities laws.
The Corporation will cover all legal fees associated with such conversion including but not limited to the reasonable legal fees of INVESTOR.
(f) In
the case of a Significant Financing, conversion shall be mandatory in the case that INVESTOR is a participating investor in the
Significant Financing.
(g) No fractional securities
shall be issued and if the conversion provided for in this Section 9 would result in INVESTOR being entitled to receive a fraction of
a security, the Corporation shall instead issue upon the conversion the next lesser whole number of securities.
(h) Notwithstanding
anything to the contrary:
(i) unless
INVESTOR has notified the Corporation that it does not wish to convert its Indebtedness, upon the issuance of the Significant
Financing Securities or the Change of Control Securities to INVESTOR pursuant to Subsection 9(b), INVESTOR shall be treated for all
purposes as the record holder of such securities as of the date of the closing of the Significant Financing or Change of Control, as
applicable; and
(ii) in the case of a Discretionary Conversion, upon
the issuance of the Securities to INVESTOR pursuant to Subsection 9(c), INVESTOR shall be treated for all purposes as the record holder
of such securities as of the Discretionary Conversion Date,
and in each case this Loan Agreement shall be deemed to
be cancelled and the Corporation shall have no further obligation to pay INVESTOR under this Loan Agreement.
11.
Prepayment – Except as otherwise set out in this Section 10, the Corporation does not have the right to
prepay the Indebtedness without the prior written consent of INVESTOR. If, upon a Potential Conversion Event, INVESTOR does not
convert the Indebtedness, the Corporation may, concurrent with the closing of the Potential Conversion Event, choose, in its sole
discretion, to prepay all Indebtedness owing under this Loan Agreement on the date of the Conversion Event. In the event the
Indebtedness is not prepaid as set out above, it will remain in full force and effect on the terms set out herein.
12. INVESTOR’s Non-Waiver of
Rights – Failure of INVESTOR to enforce any of its rights or remedies under this Loan Agreement will not constitute a waiver
of the rights of INVESTOR to later enforce such rights and remedies. No waiver will be effective unless it is in writing and specifically
references the provision in this Loan Agreement to which such waiver relates.
13.
Corporation’s Waiver – The Corporation waives demand and presentment for payment, notice of non-payment, protest
and notice of protest of this Loan Agreement.
14.
Time of the Essence – Time will be of the essence in this Loan Agreement and no extension or variation
of this Loan Agreement will operate as a waiver of this provision.
15. Enurement – This Loan
Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns; it being understood
and agreed that the Corporation shall not have the right to assign this Loan Agreement, nor any of its rights or obligations hereunder,
without the prior written consent of INVESTOR, acting in its sole discretion.
16.
Governing Law – This Loan Agreement (and any transactions, documents, instruments or other agreements contemplated in
this Loan Agreement) will be construed and governed exclusively by the laws in force in Florida and the laws of the United States applicable
therein, and the courts of Florida will have exclusive jurisdiction to hear and determine all disputes arising hereunder. The undersigned
irrevocably attorns to the jurisdiction of said courts and consents to the commencement of proceedings in such courts. This provision
will not, however, be construed to impair the rights of INVESTOR to enforce a judgment or award outside said province, including the right
to record and enforce a judgment or award in any other jurisdiction.
17.
Severability – If any provision of this Loan Agreement is determined to be invalid or unenforceable by a
court of competent jurisdiction from which no further appeal lies or is taken, that provision will be deemed to be severed from this
Loan Agreement, and the remaining provisions of this Loan Agreement will not be affected because of that and will remain valid and
enforceable.
18.
Further Acts – Each of the parties shall at the request of the other party, and at the expense of the Corporation, execute
and deliver any further documents and do all acts and things as that party may reasonably require in order to carry out the true intent
and meaning of this Loan Agreement.
19.
Amendments – No term or provision hereof may be amended except by an instrument in writing signed by
all of the parties to this Loan Agreement.
20. Counterparts –
This Loan Agreement may be executed in counterpart and such counterparts together will constitute a single instrument. Delivery of
an executed counterpart of this Loan Agreement by electronic means, including by facsimile transmission or by electronic delivery in
portable document format (“.pdf”), will be equally effective as delivery of a manually executed counterpart hereof. The
parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Loan Agreement,
each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed
counterparts by electronic means.
IN WITNESS WHEREOF the undersigned have executed and
delivered this Loan Agreement as of August 2, 2024.
| SPORTSQUEST, INC. |
|
|
| |
|
|
| /s/ Zoran Cvetojevic |
|
/s/ Miro Zecevic |
| Zoran Cvetojevic, Chairman |
|
Miro Zecevic |
Exhibit 10.2
AFFILIATE AGREEMENT
This Affiliate Agreement (“Agreement”)
is between American Business Alliance, Inc., DBA Business Alliance (“Company”), and _Zoran Cvetojevic, SportsQuest,
Inc. , the undersigned affiliate (“Affiliate”). Company is engaged in the business of consulting with and or representing
franchisors in connection with the sale of their franchises or resales of their existing franchises. Company and its affiliates work with
potential franchisees and provide them with information to help them determine what type of franchise and which franchisors might be most
suitable for them. In consideration of the promises made and intending to be legally bound, Company and Affiliate agree as follows:
| 1.01 |
Company grants Affiliate the non-exclusive right to refer to the general public new franchise opportunities or resales from Company’s
inventory of franchise offerings (the “Company Inventory”) developed through Company’s representation agreements
with franchisors and business partners (each, a “Seller”). |
| |
|
| 1.02 |
The initial term of this Agreement is three years from the date of this Agreement with automatic renewal as described below, unless terminated
earlier under the provisions of this Agreement. |
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|
| |
If Affiliate is not then in default
under this Agreement, then upon expiration of the initial term, the term of this Agreement will automatically renew for additional successive
three-year terms unless either party provides written notice of non-renewal to the other party at least 60 days prior to the end of the
then-current term. If either party provides timely notice of its intent not to renew this Agreement, then, unless earlier terminated in
accordance with its terms, this Agreement terminates on the expiration of the then-current term. |
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|
| |
During the initial term and any renewal
term, Company may condition renewal on the parties signing Company’s then-current affiliate agreement (which may vary in material
ways from this Agreement, including new required training) by providing written notice of the condition to Affiliate at least 60 days
prior to the end of the then-current term. If such notice is timely, unless terminated earlier under the provisions of this Agreement,
this Agreement will terminate on the expiration of the then-current term; and the relationship between Company and Affiliate will thereafter
continue only under the terms of, and only if Affiliate has signed, Company’s then-current affiliate agreement. |
| |
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| 1.03 |
Affiliate is free to operate its business nationally and internationally without geographic restraints from Company. Affiliate’s
rights under this Agreement are non-exclusive and Company reserves the right to grant others the same rights as Affiliate everywhere. |
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| 1.04 |
While this Agreement is in effect, Affiliate shall not work for, join, or be a member of any other franchise brokerage organization,
or any company that provides franchise brokerage services or any similar services competitive with Company’s business. Affiliate
may enter into an independent commission agreement directly with a franchise system that is not part the Company Inventory, upon giving
Company written notice with the name of the franchisor. |
| |
|
| 1.05 |
Upon any successful franchise sale resulting from Affiliate’s referral to a Seller, Affiliate will send completed BAI Invoice Form
to Seller (franchise company). Affiliate will either be paid directly by the Seller in the form of a commission, or Company will be paid
the commission, at Company’s discretion, and as specified in the applicable representation/referral agreement between Company and
the Seller. Normally, all commissions, referral fees, residual payments, bonuses, and royalties (collectively, “Commissions”)
are payable to Company by the applicable Seller. If a Seller pays Affiliate’s Commissions directly to Company, Company hereby assigns
to Affiliate its right to 90% of such Commissions and shall forward 90% of such Commissions directly to Affiliate within 24 hours that
payment is received (cleared at Company bank) by Company. If Affiliate refers a person to a Seller in the current Company Inventory and
the referral results in a sale, Affiliate must inform the Seller that Affiliate is invoicing the sale through Company. |
| A. | At Company’s discretion, a Seller may pay Affiliate’s Commissions directly to Affiliate, in
which case upon receipt of any such Commission payment, Affiliate agrees to forward to Company an amount equal to 10% of the Commission
received. Payment must be received by Company within 10 business days of receipt by Affiliate. After the Seller pays Affiliate 90% of
the Commission and pays 10% of the Commission to Company, neither Affiliate nor Company shall have any further obligation to remit to
each other any other payments related to that particular franchise sale. |
| B. | Commissions will decrease to 5% to the Company and increase to 95% to the Affiliate when the Affiliate
has either eight (8) paid invoices or received $250,000 in total referral commissions to Company, whichever
is reached first. This new split will continue for the term and any renewal term of this Agreement. |
| | | |
| C. | Pass-Through Commissions will be awarded to Affiliate who receives Commissions over $250,000 during a
calendar year, January through December. During this time, upon Commission cap of $250,000 being received, 100% of received Commissions
will be paid to Affiliate by Company. This Pass-Through is reset each January. |
| |
Commissions are paid solely by Sellers.
Subject to Company’s obligation to remit part of Commission payments due to the Affiliate pursuant to this Agreement upon receipt
of such payments by Company, Company shall not be liable to Affiliate if a Seller fails to make a required Commission payment. In the
event of the failure of a Seller to pay a Commission to Affiliate or Company pursuant to a representation agreement, Company may take
such action as it deems appropriate, on its own behalf and on behalf of Affiliate, to recover such Commissions from the Seller or, in
the alternative and at the election of Affiliate, assign to Affiliate its rights and interest under the representation contract to collect
the unpaid Commissions. Neither Company nor Affiliate is responsible to the other for the errors and omissions of Sellers. |
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| 1.06 |
Affiliate will make periodic reports to Company on all its franchise sales, including name of Seller, name of purchaser, amount of initial
franchise fee, date of sale, and such other information as Company may require. Reports will be made in such form, manner and time as
Company directs. |
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|
| 1.07 |
Affiliate is responsible for and will pay all of its expenses incurred in performance of its obligations under this Agreement, including
the generation of leads, and shall not represent that Company is in any way liable or responsible for such expenses. This Agreement shall
not be construed as giving Affiliate any authority to ask for or charge such expenses on behalf of Company. |
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| 1.08 |
Affiliate will learn about and comply with all applicable federal, state, and local laws, ordinances, rules, regulations, standards,
and interpretations thereof (“Laws”), including those related to franchise registration and disclosure. Affiliate will save
and hold harmless Company and its officers, directors, and employees, against all claims, demands, actions, damages, costs, and liabilities
of any kind (including reasonable attorney fees), arising directly or indirectly out of or in connection within Affiliate’s failure
to comply with all Laws. |
| |
|
| 1.09 |
Affiliate may describe its relationship with Company only as a “Business Alliance Registered Franchise Consultant” or as
“an Affiliate of Business Alliance”, and may use the Company trademark “Registered Franchise Consultants” to
describe our network of affiliates; but only upon completion of the training described in Section 1.12.A. Affiliate will not permit the
public to confuse it with Company, and will prominently state and show to the public that it is “independently owned and operated.”
Affiliate will use its own trade name, and will not permit its business to be substantially associated with Company’s trademarks.
Affiliate will not use Company’s trademarks as part of its trade name or its legal business name. |
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| 1.10 |
This Agreement is applicable only to Affiliate, and may be sold, transferred, or assigned to another party only with the express written
approval of the Company, which approval shall not be unreasonably withheld. Any approved sale, transfer or assignment will be subject
to Affiliate or its transferee paying to Company a transfer fee not to exceed five percent (5%) of the cost of Company’s then-current
initial affiliate fee, and a training fee not to exceed twenty five percent (25%) of the cost of Company’s then-current initial
affiliate fee. |
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| 1.11 |
Upon Affiliate’s execution of this Agreement and its acceptance by Company, Affiliate agrees to pay to Company the non-refundable
initial affiliate fee of twenty-three thousand nine hundred dollars ($23,900) payable in two installments as specified in Section 1.12
for the rights granted in this Agreement. |
| 1.12 |
Affiliate shall pay to Company the sum of two thousand dollars ($2,000) to reserve a space in the training session noted below. Before
the start of the training session, Affiliate will pay the balance due of twenty-one thousand nine hundred dollars ($21,900) in the form
of a cashier’s check payable to Company (or wire transfer or other payment method acceptable to Company). |
| A. | Company will provide Phase One Virtual training consisting of ten (10) hours of video conferencing along
with potential homework and preparation time before each session. This will be conducted in five 2-hour sessions or four 2 1/2-hour
sessions. Affiliate must attend this training, which is conducted by Company for the purpose of instructing Affiliate on Company’s
products, systems, procedures, and guidelines. The training session will be scheduled virtually with a designated video conferencing platform
upon receipt of the deposit. |
| | | |
| B. | Upon completion of the Phase One Virtual training session, Company will provide Affiliate with access
to the password protected affiliate intranet site that includes franchise listings, training material, operations, and supporting technical
and optional marketing program. Company will also provide optional advertising and promotional material. |
| | | |
| C. | Company will supply Affiliate with its current list of approved Sellers. Affiliate will be included by
reference in the representation agreement in place between Company and Seller. |
| D. | After the initial training, Company will supply Affiliate with ongoing support as Company reasonably determines
to be appropriate. |
| 1.13 |
Affiliate agrees to the following: |
| A. | Affiliate will use its best efforts to identify leads and make successful referrals to Sellers. Affiliate
will not violate any standards of conduct outlined in The Business Alliance Business Portfolio, code of conduct, and operations, as either
may be subsequently amended. |
| | | |
| B. | When working with prospective franchisees, Affiliate will comply with all Laws, including the FTC Franchise
Rule and state franchise laws, and any additional requirements required by an applicable Seller. |
| | | |
| C. | Affiliate will not at any time or in any manner disclose to any person, firm, or corporation any confidential
or trade secret information concerning any matter affecting or relating to the business of Company (“Confidential Information”).
Such Confidential Information includes, but is not limited to, competitive expertise, methods, procedures, techniques, documentation,
training and operations manuals, directives, systems, information, specifications, trade secrets, customer data, materials connected with
the operation and promotion of Company’s business, and any other technical and marketing programs furnished by Company to Affiliate,
in whatever media. Affiliate hereby agrees to keep as confidential and not use, copy or distribute except as authorized in this Agreement
all Confidential Information provided by Company or its affiliates, both during the term of this Agreement and thereafter for such time
as such matters remain confidential to either party or not in the public domain. Affiliate acknowledges that any breach of the terms of
this Section 1.12.C will be a material breach of this Agreement. This confidentiality obligation applies to business associates or family
members of Affiliate who are working with or for Affiliate in the
business as an affiliate of Company and have access to Company confidential information, and Affiliate shall impose similar confidentiality
obligations on such persons in a form approved by Company. |
| | | |
| D. | Affiliate agrees that in addition to all other rights and remedies available to Company, Company will
have the right to obtain temporary and permanent injunctive relief without the necessity of posting a bond. |
| E. | Affiliate must make at least one referral that results in a closed sale of a franchise with a Seller in
every one hundred eighty (180) day period, with the exception of the first twelve months after completion of training. If Affiliate fails
to meet this minimum referral requirement, Company may in its discretion terminate this Agreement or place Affiliate on inactive status.
Inactive status removes Affiliate from Company mailing lists, notifications, and Company intranet and extranet access, but does not result
in the termination of this Agreement. Company may terminate this Agreement at any time Affiliate is in inactive status. |
| | | |
| | | If Affiliate is moved to inactive status,
Affiliate has the option to pay Company a monthly fee for access to Company’s Back Office/Intranet Site (“Access Fee”).
If Affiliate thereafter makes a referral to a Seller that results in a franchise sale and a Commission, any Access Fees paid within six
(6) months prior to that franchise sale, shall be debited against the 10% share of Affiliate’s Commission that is paid to or retained
by Company under Section 1.05. |
| | | |
| F. | Company may terminate this Agreement upon written notice to Affiliate if Affiliate breaches this Agreement;
provided that Affiliate must have been given written notice of such breach by Company and, if such breach is capable of being cured, a
reasonable period in which to cure such breach, which need not be longer than thirty (30) days. On termination of this Agreement, Affiliate
shall cease to be an authorized affiliate of Company and: (i) all amounts owing by Affiliate to Company shall become immediately due and
payable; and (ii) Affiliate will return all embodiments of Company’s Confidential Information and discontinue directly or indirectly
using such Confidential Information. |
| 1.14 |
Affiliate is an independent contractor. Neither party to this agreement has the power or authority to assume or create obligations, expressed
or implied, in the name of the other party, nor to bind the other for any purpose except as specifically provided for in this Agreement.
Nothing contained in this Agreement shall be deemed by the parties hereto, or any third person, as creating the relationship of principal
and agent, employer and employee, partnership, or joint venture between the parties hereto. Affiliate acknowledges that Company shall
not be deemed to be a fiduciary of Affiliate. |
| |
|
| 1.15 |
Affiliate agrees that neither Company nor anyone acting on its behalf or purporting to represent it have made any representations or
agreements to induce it to enter into this Agreement. No representations have been made concerning prospects for successful operations,
the level of business or profits that Affiliate might reasonably expect, or similar matters, all of which Affiliate acknowledges are
dependent upon variables beyond Company’s control, including,
without limitation, the ability, motivation, and amount and quality of effort expended by Affiliate. Affiliate hereby releases Company,
its affiliates, officers, directors, employees or agents from any claims, suits or demands related to any such representations or risk
of operations of the business. |
| |
|
| |
Specifically, Affiliate agrees and acknowledges that: |
| A. | Company has made no guarantees or representation that: (i) Company will find customers or locations for
Affiliate, or (ii) Company will purchase products or services from Affiliate, or (iii) Affiliate will or may derive income of any particular
level or Company will provide a program which will enable Affiliate to derive income of any particular level, or (iv) that Company will
provide a marketing plan for Affiliate. |
| | | |
| B. | Company makes no representation that a market exists for the services Affiliate is granted the right to
render under the Affiliate Agreement. |
| | | |
| C. | The Company nor anyone acting on its behalf has not made any representations or agreements with Affiliate
that a market exists for such services. |
| | | |
| D. | Affiliate has conducted its own independent investigation and made its own independent determination as
to whether a market for such services exists, without reliance on any information from Company or those acting on Company’s behalf. |
| E. | Notwithstanding anything to the contrary in this Agreement (including Section 1.12) or Company’s
public marketing materials, Affiliate agrees and acknowledges that (i) the Affiliate business does not involve the sale by Affiliate of
any products, equipment, supplies, or services, and (ii) Company makes no representation, and neither Company nor anyone acting on Company’s
behalf has made any representation, that Company will provide Affiliate with a marketing plan that involves material advice or training
relating to the sale of any products, equipment, supplies, or services, and or that Company will prepare or provide the following relating
to the sale of any products, equipment, supplies, or services: (1) promotional literature, brochures, pamphlets, or advertising materials;
(2) training regarding the promotion, operation, or management of a business; or (3) operational, managerial, or financial guidelines
or assistance. Affiliate represents that it has sufficient experience in operating a business and is not relying on receiving any such
advice or training from Company. |
| | | |
| F. | Affiliate is experienced in planning, management, franchising, business brokerage, OR operating a business,
and will produce its own marketing plan, and will be relying solely on its own efforts in conducting the activities contemplated by this
Agreement. |
| | | |
| G. | If Affiliate resides in New York or does business in New York, Affiliate is not required to use or follow
Company’s suggestions, advice, or assistance. |
| 1.16 |
All notices sent by one party to the other must be hand-delivered, sent by reputable overnight courier, or by registered or certified
mail, return receipt requested or by facsimile or email or other electronic means with proof of receipt. Notices must be addressed to
a party at its address as designated below, or at any other address a party designates in writing. Any notice is considered received
at the time that proof of receipt establishes. |
| |
|
| 1.17 |
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors, heirs, and personal representatives.
No waiver of any party of any breach by any other party of any of its covenants, obligations and agreements hereunder shall be a waiver
of any subsequent breach of any other covenant, obligation or agreement, nor shall any forbearance to seek a remedy for any breach be
a waiver of any rights and remedies with respect to such or any subsequent breach. Any such waiver must be in writing to be valid. |
| |
|
| 1.18 |
If either party brings a court action with respect to the subject matter of this Agreement, the prevailing party or parties, if any,
shall be entitled to recover from the adverse party or parties all of the reasonable expenses of the prevailing party, including attorneys’
fees |
| |
|
| 1.19 |
This Agreement constitutes the entire agreement between Company and Affiliate and supersedes all prior understandings or agreements on
the subject matter hereof. Any representations relied upon are contained within this Agreement, and any understanding or representation
not contained herein is not valid or binding. This Agreement may be amended or modified only by an instrument in writing executed by
Company and Affiliate. |
| |
|
| 1.20 |
This Agreement shall be construed in accordance with the laws of the State of Washington without regard for conflicts of laws principles.
This choice of laws will not affect the scope of any statute that by its terms is inapplicable to this Agreement, and nothing in this
Agreement will be considered to extend the scope of application of any of such statute. Exclusive jurisdiction and venue for any cause
of action arising out of this Agreement shall be limited to the state or federal courts located in King County, Washington. |
| |
|
| 1.21 |
All the agreements and covenants contained herein are severable and, in the event any of them shall be held to be invalid by any competent
court, this Agreement shall be deemed modified and interpreted as if such invalid agreements or covenants were not contained herein. |
| |
|
| 1.22 |
Affiliate acknowledges and agrees: (a) Affiliate is executing this Agreement voluntarily and without any duress or undue influence; (b)
Affiliate has carefully read this Agreement and has asked any questions needed to understand the terms, consequences, and binding effect
of this Agreement and fully understand them; and (c) Affiliate has had the opportunity to seek the advice of an attorney of its choice
prior to signing this Agreement. |
[Signature Page Follows]
| AFFILIATE: |
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COMPANY: |
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American Business Alliance, Inc., |
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DBA Business Alliance |
| By: |
/s/ Zoran Cvetojevic |
|
By: |
/s/ Gina Johnson |
| Name: |
Zoran Cvetojevic |
|
Gina Johnson |
| Title (if applicable): |
Chairman |
|
President |
| Business Name: |
SportsQuest, Inc. |
|
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|
| Date Signed: |
Jun 15 2023 15:44 PDT |
|
Date Signed: |
Jun 16 2023 07:36 PDT |
| Address: |
|
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|
| 500 S Australian Ave # 600 |
|
PO Box 2295 |
| West Palm Beach FL |
|
Tacoma, WA 98401 |
| |
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| Telephone: |
561 631 9221 |
|
Phone: 800-557-4850 |
| Email: |
corporate@sports-quest.co |
|
EIN: 20-5351070 |
SportsQuest (PK) (USOTC:SPQS)
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De Mar 2025 a Abr 2025
SportsQuest (PK) (USOTC:SPQS)
Gráfica de Acción Histórica
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