8-K - SPQS - Equibles

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

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

SPORTSQUEST, INC.

(Exact name of small business issuer as specifiedin its charter)

Delaware	033-09218	20-4742564
(State or jurisdiction<br>of <br><br>incorporation or organization)	(Commission <br><br> File Number)	(I.R.S. Employer <br><br>Identification No.)
500 Australian Avenue, Suite 600, West Palm Beach, Florida	33401
---	---
(Address of principal executive offices)	(Zip Code)

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

______________________________________________________

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

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

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

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

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

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

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

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

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

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 5.01 - CHANGES IN CONTROL OF REGISTRANT.

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

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

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

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

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

Jeff Burns remains in the capacity as interim CEO.

ITEM 8.01 - OTHER EVENTS.

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

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

Follow SPQS on Twitter

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

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

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

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

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

ITEM 9.01 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATIONAND EXHIBITS.

(d)	Exhibits
99.1	Unaudited Financial Statements
---	---

| 2 |

| --- |

SIGNATURES

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

SportsQuest, Inc.
By:	/s/ Zoran Cvetojevic
	Zoran Cvetojevic <br><br> Director

Date: July 23 2021

| 3 |

| --- |

Exhibit 99.1

Sports Quest, Inc.

Consolidated Balance Sheet

As at March 31, 2021 (Unaudited)


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

All values are in US Dollars.

| 1 |

| --- |

SportsQuest, Inc.

Consolidated Statement of Operations

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


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

All values are in US Dollars.

| 2 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2021 (Unaudited)

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

All values are in US Dollars.

| 3 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

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


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

All values are in US Dollars.

| 4 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the three monthsended March 31, 2021 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

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

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

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

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

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

2.2	Accounting Convention

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

2.3	Going concern

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

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

| 5 |

| --- |

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

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

2.4	Critical accounting estimates and judgements

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

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

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

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

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

3.2	Trade and other payables

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

| 6 |

| --- | | 3.3 | Provisions | | --- | --- |

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

3.4	Accounts Receivable

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

3.5	Contingent liabilities

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

3.6	Financial liabilities

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

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

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

(b)	Financial liabilities measured at amortized cost

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

3.7	Cash and cash equivalents

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

| 7 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

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

3.9	Functional and presentation currency

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

3.10	Foreign currency transactions

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

3.11	Contingencies

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

3.12	Stock based compensation

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

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

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

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

| 8 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	35,013
5	Accounts receivable
---	---
Opening balance	$	1,171
---	---	---	---
Net movement during the period		(820	)
Closing balance	$	351
6.	Prepaid expenses
---	---
Opening balance	$	1,329
---	---	---	---
Net movement during the period		(1,130	)
Closing balance	$	199
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Notes payable - PLS
---	---
Opening balance	$	613,658
---	---	---	---
Net movement during the period		(613,658	)
Closing balance	$	–
9	Notes payable - EPIC
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–

| 9 |

| --- | | 10 | Notes payable - RS | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement during the period | | – | | Closing balance | $ | – | | 11 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement during the period | | – | | Closing balance | $ | – | | 12 | Notes payable - JB | | --- | --- | | Opening balance | $ | 175,000 | | --- | --- | --- | | Net movement during the period | | – | | Closing balance | $ | 175,000 | | 13 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement during the period | | – | | Closing balance | $ | – | | 14 | Trade and other payables | | --- | --- | | Opening balance | $ | 118,012 | | --- | --- | --- | | Net movement during the period | | 32,739 | | Closing balance | $ | 150,751 | | 15 | Contingencies and Commitments | | --- | --- |

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

| 10 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2020 (Unaudited)

	As at<br> December 31, 2020 (Unaudited)		As at<br> December 31, 2019 (Unaudited)
	()		()
ASSETS
Current Assets
Cash and cash equivalents
Accounts receivable
Prepaid expenses
Total Current Assets
Intangible assets - Allied / ECO
Total Assets
STOCKHOLDERS' EQUITY & LIABILITIES
Current Liabilities
Current portion of long term debts:
Notes payable - PLS
Notes payable - EPIC
Notes payable - RS
Notes payable - Tucker
Notes payable - JB
Wells Fargo Loan
Trade and other payables
Accrued expenses
Total Current Liabilities
Long-term debt - net of current portion
Total Liabilities
SHAREHOLDERS’ EQUITY
Preferred A Stock, .0001 par value (1,200,000 Issued shares authorized)
Preferred B Stock, .0001 par value (1,000,000 Issued shares authorized)
Common stock, .0001 par value (4,000,000,000 Issued shares authorized)
Accumulated deficit		)		)
Total Shareholders’ Equity		)		)
Total Liabilities and Equity

All values are in US Dollars.

| 11 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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


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

All values are in US Dollars.

| 12 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2020 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock			Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares		Par	Shares		Par	(Deficit)		Total
			()			()			()	()		()
As at January 1, 2020 (Unaudited)		10,000			–			4,648,760,000			)		)
Common stock issued during the year					–			–
Profit / (loss) for the period
As at December 31, 2020 (Unaudited)		10,000			–			4,648,760,000			)		)

All values are in US Dollars.

| 13 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

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


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

All values are in US Dollars.

| 14 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year endedDecember 31, 2020 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 15 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 16 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 17 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 18 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	324
5	Accounts receivable
---	---
Opening balance	$	3,903
---	---	---	---
Net movement during the period		(2,732	)
Closing balance	$	1,171
6.	Prepaid expenses
---	---
Opening balance	$	8,863
---	---	---	---
Net movement during the period		(7,534	)
Closing balance	$	1,329
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Notes payable - PLS
---	---
Opening balance	$	613,658
---	---	---	---
Net movement during the period		(613,658	)
Closing balance	$	–
9	Notes payable - EPIC
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–

| 19 |

| --- | | 10 | Notes payable - RS | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement during the period | | – | | Closing balance | $ | – | | 11 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement during the period | | – | | Closing balance | $ | – | | 12 | Notes payable - JB | | --- | --- | | Opening balance | $ | 175,000 | | --- | --- | --- | | Net movement during the period | | – | | Closing balance | $ | 175,000 | | 13 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement during the period | | – | | Closing balance | $ | – | | 14 | Trade and other payables | | --- | --- | | Opening balance | $ | 90,729 | | --- | --- | --- | | Net movement during the period | | 27,283 | | Closing balance | $ | 118,012 | | 15 | Contingencies and Commitments | | --- | --- |

| 20 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2019 (Unaudited)

	As at<br> December 31, 2019 (Unaudited)		As at<br> December 31, 2018 (Unaudited)
	()		()
ASSETS
Current Assets
Cash and cash equivalents
Accounts receivable
Prepaid expenses
Total Current Assets
Intangible assets - Allied / ECO
Investment in Zaboo Foods, Inc.
Total Assets
STOCKHOLDERS' EQUITY & LIABILITIES
Current Liabilities
Current portion of long term debts:
Notes payable - PLS
Notes payable - EPIC
Notes payable - RS
Notes payable - Tucker
Notes payable - JB
Wells Fargo Loan
Trade and other payables
Total Current Liabilities
Long-term debt - net of current portion
Total Liabilities
SHAREHOLDERS’ EQUITY
Preferred A Stock, .0001 par value (1,200,000 Issued shares authorized)
Preferred B Stock, .0001 par value (1,000,000 Issued shares authorized)
Common stock, .0001 par value (4,000,000,000 Issued shares authorized)
Accumulated deficit		)		)
Total Shareholders’ Equity		)		)
Total Liabilities and Equity

All values are in US Dollars.

| 21 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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

	For the year ended<br> December 31, 2019		For the year ended<br> December 31, 2018
	()		()
REVENUE
COST OF GOODS SOLD		)		)
GROSS PROFIT
OPERATING EXPENSES
Selling, general and administrative expense
TOTAL OPERATING EXPENSES
OPERATING PROFIT / (LOSS)
OTHER INCOME / (EXPENSE)
Other income
Interest expense		)		)
Impairment loss
PROFIT / (LOSS) BEFORE TAX
Taxes
NET PROFIT / (LOSS)

All values are in US Dollars.

| 22 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2019 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock			Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares		Par	Shares		Par	(Deficit)		Total
			()			()			()	()		()
As at January 1, 2019 (Unaudited)		10,000			–			4,648,760,000			)		)
Common stock issued during the year					–			–
Profit / (loss) for the period
As at December 31, 2019 (Unaudited)		10,000			–			4,648,760,000			)		)

All values are in US Dollars.

| 23 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

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


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

All values are in US Dollars.

| 24 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year endedDecember 31, 2019 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 25 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 26 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 27 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 28 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	56,433
5	Accounts receivable
---	---
Opening balance	$	3,764
---	---	---
Net movement during the period		139
Closing balance	$	3,903
6.	Prepaid expenses
---	---
Opening balance	$	8,547
---	---	---
Net movement during the period		316
Closing balance	$	8,863
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Investment in Zaboo Foods, Inc.
---	---
Opening balance	$	180,000
---	---	---	---
Net movement during the period		(180,000	)
Closing balance	$	–
9	Notes payable - PLS
---	---
Opening balance	$	776,782
---	---	---	---
Net movement in liabilities during the period		(163,124	)
		613,658
Less: current portion		(67,502	)
Closing balance	$	546,156
10	Notes payable - EPIC
---	---
Opening balance	$	–
---	---	---
Net movement in liabilities during the period		–
Closing balance	$	–

| 29 |

| --- | | 11 | Notes payable - RS | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 12 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 13 | Notes payable - JB | | --- | --- | | Opening balance | $ | 175,000 | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | 175,000 | | 14 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 15 | Trade and other payables | | --- | --- | | Opening balance | $ | 67,993 | | --- | --- | --- | | Net movement in liabilities during the period | | 22,736 | | Closing balance | $ | 90,729 | | 16 | Contingencies and Commitments | | --- | --- |

| 30 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2018 (Unaudited)

	As at<br> December 31, 2018 (Unaudited)		As at<br> December 31, 2017 (Unaudited)
	()		()
ASSETS
Current Assets
Cash and cash equivalents
Accounts receivable
Prepaid expenses
Total Current Assets
Intangible assets - Allied / ECO
Investment in Zaboo Foods, Inc.
Total Assets
STOCKHOLDERS' EQUITY & LIABILITIES
Current Liabilities
Current portion of long term debts:
Notes payable - PLS
Notes payable - EPIC
Notes payable - RS
Notes payable - Tucker
Notes payable - JB
Wells Fargo Loan
Trade and other payables
Total Current Liabilities
Long-term debt - net of current portion
Total Liabilities
SHAREHOLDERS’ EQUITY
Preferred A Stock, .0001 par value (1,200,000 Issued shares authorized)
Preferred B Stock, .0001 par value (1,000,000 Issued shares authorized)
Common stock, .0001 par value (4,000,000,000 Issued shares authorized)
Accumulated deficit		)		)
Total Shareholders’ Equity		)		)
Total Liabilities and Equity

All values are in US Dollars.

| 31 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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

	For the year ended<br> December 31, 2018		For the year ended<br> December 31, 2017
	()		()
REVENUE
COST OF GOODS SOLD		)		)
GROSS PROFIT
OPERATING EXPENSES
Selling, general and administrative expense
TOTAL OPERATING EXPENSES
OPERATING PROFIT / (LOSS)
OTHER INCOME / (EXPENSE)
Other income
Interest expense		)		)
Impairment loss
PROFIT / (LOSS) BEFORE TAX
Taxes
NET PROFIT / (LOSS)

All values are in US Dollars.

| 32 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2018 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock			Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares		Par	Shares		Par	(Deficit)		Total
			()			()			()	()		()
As at January 1, 2018 (Unaudited)		10,000			–			4,648,760,000			)		)
Common stock issued during the year					–			–
Profit / (loss) for the period
As at December 31, 2018 (Unaudited)		10,000			–			4,648,760,000			)		)

All values are in US Dollars.

| 33 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2018 and 2017


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

All values are in US Dollars.

| 34 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year endedDecember 31, 2018 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 35 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 36 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 37 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 38 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	17,276
5	Accounts receivable
---	---
Opening balance	$	3,630
---	---	---
Net movement during the period		134
Closing balance	$	3,764
6.	Prepaid expenses
---	---
Opening balance	$	8,242
---	---	---
Net movement during the period		305
Closing balance	$	8,547
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Investment in Zaboo Foods, Inc.
---	---
Opening balance	$	180,000
---	---	---
Net movement during the period		–
Closing balance	$	180,000
9	Notes payable - PLS
---	---
Opening balance	$	983,268
---	---	---	---
Net movement in liabilities during the period		(206,486	)
		776,782
Less: current portion		(85,446	)
Closing balance	$	691,336
10	Notes payable - EPIC
---	---
Opening balance	$	–
---	---	---
Net movement in liabilities during the period		–
Closing balance	$	–

| 39 |

| --- | | 11 | Notes payable - RS | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 12 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 13 | Notes payable - JB | | --- | --- | | Opening balance | $ | 1,695 | | --- | --- | --- | | Net movement in liabilities during the period | | 173,305 | | Closing balance | $ | 175,000 | | 14 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 15 | Trade and other payables | | --- | --- | | Opening balance | $ | 49,047 | | --- | --- | --- | | Net movement in liabilities during the period | | 18,946 | | Closing balance | $ | 67,993 | | 16 | Contingencies and Commitments | | --- | --- |

| 40 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2017 (Unaudited)

	As at<br> December 31, 2017 (Unaudited)		As at<br> December 31, 2016 (Unaudited)
	()		()
ASSETS
Current Assets
Cash and cash equivalents
Accounts receivable
Prepaid expenses
Total Current Assets
Intangible assets - Allied / ECO
Investment in Zaboo Foods, Inc.
Total Assets
STOCKHOLDERS' EQUITY & LIABILITIES
Current Liabilities
Current portion of long term debts:
Notes payable - PLS
Notes payable - EPIC
Notes payable - RS
Notes payable - Tucker
Notes payable - JB
Wells Fargo Loan
Trade and other payables
Total Current Liabilities
Long-term debt - net of current portion
Total Liabilities
SHAREHOLDERS’ EQUITY
Preferred A Stock, .0001 par value (1,200,000 Issued shares authorized)
Preferred B Stock, .0001 par value (1,000,000 Issued shares authorized)
Common stock, .0001 par value (4,000,000,000 Issued shares authorized)
Accumulated deficit		)		)
Total Shareholders’ Equity		)		)
Total Liabilities and Equity

All values are in US Dollars.

| 41 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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


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

All values are in US Dollars.

| 42 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2017 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock			Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares		Par	Shares		Par	(Deficit)		Total
			()			()			()	()		()
As at January 1, 2017 (Unaudited)		10,000			–			4,648,760,000			)		)
Common stock issued during the year					–			–
Profit / (loss) for the period
As at December 31, 2017 (Unaudited)		10,000			–			4,648,760,000			)		)

All values are in US Dollars.

| 43 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

For the years ended December 31, 2017 and 2016


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

All values are in US Dollars.

| 44 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year endedDecember 31, 2017 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 45 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 46 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 47 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 48 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	31,950
5	Accounts receivable
---	---
Opening balance	$	3,500
---	---	---
Net movement during the period		130
Closing balance	$	3,630
6.	Prepaid expenses
---	---
Opening balance	$	7,948
---	---	---
Net movement during the period		294
Closing balance	$	8,242
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Investment in Zaboo Foods, Inc.
---	---
Opening balance	$	530,000
---	---	---	---
Net movement during the period		(350,000	)
Closing balance	$	180,000
9	Notes payable - PLS
---	---
Opening balance	$	954,629
---	---	---	---
Net movement in liabilities during the period		28,639
		983,268
Less: current portion		(108,159	)
Closing balance	$	875,109
10	Notes payable - EPIC
---	---
Opening balance	$	–
---	---	---
Net movement in liabilities during the period		–
Closing balance	$	–

| 49 |

| --- | | 11 | Notes payable - RS | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 12 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 13 | Notes payable - JB | | --- | --- | | Opening balance | $ | 2,092 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (397 | ) | | Closing balance | $ | 1,695 | | | 14 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 15 | Trade and other payables | | --- | --- | | Opening balance | $ | 33,258 | | --- | --- | --- | | Net movement in liabilities during the period | | 15,789 | | Closing balance | $ | 49,407 | | 16 | Contingencies and Commitments | | --- | --- |

| 50 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2016 (Unaudited)

	As at<br> December 31, 2016 (Unaudited)		As at<br> December 31, 2015 (Unaudited)
	()		()
ASSETS
Current Assets
Cash and cash equivalents
Accounts receivable
Prepaid expenses
Total Current Assets
Intangible assets - Allied / ECO
Investment in Zaboo Foods, Inc.
Total Assets
STOCKHOLDERS' EQUITY & LIABILITIES
Current Liabilities
Current portion of long term debts:
Notes payable - PLS
Notes payable - EPIC
Notes payable - RS
Notes payable - Tucker
Notes payable - JB
Wells Fargo Loan
Trade and other payables
Total Current Liabilities
Long-term debt - net of current portion
Total Liabilities
SHAREHOLDERS’ EQUITY
Preferred A Stock, .0001 par value (1,200,000 Issued shares authorized)
Preferred B Stock, .0001 par value (1,000,000 Issued shares authorized)
Common stock, .0001 par value (4,000,000,000 Issued shares authorized)
Accumulated deficit		)		)
Total Shareholders’ Equity		)		)
Total Liabilities and Equity

All values are in US Dollars.

| 51 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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


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

All values are in US Dollars.

| 52 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2016 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock			Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares		Par	Shares		Par	(Deficit)		Total
			()			()			()	()		()
As at January 1, 2016 (Unaudited)		10,000			–			3,398,760,000			)		)
Common stock issued during the year					–			1,250,000,000
Profit / (loss) for the period
As at December 31, 2016 (Unaudited)		10,000			–			4,648,760,000			)		)

All values are in US Dollars.

| 53 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

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


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

All values are in US Dollars.

| 54 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year endedDecember 31, 2016 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 55 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 56 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 57 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 58 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	574,159
5	Accounts receivable
---	---
Opening balance	$	3,375
---	---	---
Net movement during the period		125
Closing balance	$	3,500
6.	Prepaid expenses
---	---
Opening balance	$	7,664
---	---	---
Net movement during the period		284
Closing balance	$	7,948
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Investment in Zaboo Foods, Inc.
---	---
Opening balance	$	1,000,000
---	---	---	---
Net movement during the period		(470,000	)
Closing balance	$	530,000
9	Notes payable - PLS
---	---
Opening balance	$	926,824
---	---	---	---
Net movement in liabilities during the period		27,805
		954,629
Less: current portion		(105,009	)
Closing balance	$	849,620
10	Notes payable - EPIC
---	---
Opening balance	$	54,517
---	---	---	---
Net movement in liabilities during the period		(54,517	)
Closing balance	$	–

| 59 |

| --- | | 11 | Notes payable - RS | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 12 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | 954,914 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (19,098 | ) | | Closing balance | $ | 935,816 | | | 13 | Notes payable - JB | | --- | --- | | Opening balance | $ | 2,583 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (491 | ) | | Closing balance | $ | 2,092 | | | 14 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 15 | Trade and other payables | | --- | --- | | Opening balance | $ | 20,101 | | --- | --- | --- | | Net movement in liabilities during the period | | 13,157 | | Closing balance | $ | 33,258 | | 16 | Contingencies and Commitments | | --- | --- |

| 60 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2015 (Unaudited)

	As at<br> December 31, 2015 (Unaudited)		As at<br> December 31, 2014 (Unaudited)
	()		()
ASSETS
Current Assets
Cash and cash equivalents
Accounts receivable
Prepaid expenses
Total Current Assets
Intangible assets - Allied / ECO
Investment in Zaboo Foods, Inc.
Total Assets
STOCKHOLDERS' EQUITY & LIABILITIES
Current Liabilities
Current portion of long term debts:
Notes payable - PLS
Notes payable - EPIC
Notes payable - RS
Notes payable - Tucker
Notes payable - JB
Wells Fargo Loan
Trade and other payables
Total Current Liabilities
Long-term debt - net of current portion
Total Liabilities
SHAREHOLDERS’ EQUITY
Preferred A Stock, .0001 par value (1,200,000 Issued shares authorized)
Preferred B Stock, .0001 par value (1,000,000 Issued shares authorized)
Common stock, .0001 par value (4,000,000,000 Issued shares authorized)
Accumulated deficit		)		)
Total Shareholders’ Equity		)		)
Total Liabilities and Equity

All values are in US Dollars.

| 61 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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

	For the year ended<br> December 31, 2015		For the year ended<br> December 31, 2014
	()		()
REVENUE		****
COST OF GOODS SOLD		)		)
GROSS PROFIT
OPERATING EXPENSES
Selling, general and administrative expense
TOTAL OPERATING EXPENSES
OPERATING PROFIT / (LOSS)
OTHER INCOME / (EXPENSE)
Other income
Interest expense		)		)
Impairment loss
PROFIT / (LOSS) BEFORE TAX
Taxes
NET PROFIT / (LOSS)

All values are in US Dollars.

| 62 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2015 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock			Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares		Par	Shares		Par	(Deficit)		Total
			()			()			()	()		()
As at January 1, 2015 (Unaudited)		10,000			–			3,398,760,000			)		)
Preference shares revoked during the year					–
Profit / (loss) for the period
As at December 31, 2015 (Unaudited)		10,000			–			3,398,760,000			)		)

All values are in US Dollars.

| 63 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

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


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

All values are in US Dollars.

| 64 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year endedDecember 31, 2015 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 65 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 66 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 67 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 68 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	12,712
5	Accounts receivable
---	---
Opening balance	$	3,255
---	---	---
Net movement during the period		120
Closing balance	$	3,375
6.	Prepaid expenses
---	---
Opening balance	$	7,391
---	---	---
Net movement during the period		273
Closing balance	$	7,664
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Investment in Zaboo Foods, Inc.
---	---
Opening balance	$	1,000,000
---	---	---
Net movement during the period		–
Closing balance	$	1,000,000
9	Notes payable - PLS
---	---
Opening balance	$	899,829
---	---	---	---
Net movement in liabilities during the period		26,995
		926,824
Less: current portion		(101,951	)
Closing balance	$	824,873
10	Notes payable - EPIC
---	---
Opening balance	$	59,909
---	---	---	---
Net movement in liabilities during the period		(5,392	)
Closing balance	$	54,517

| 69 |

| --- | | 11 | Notes payable - RS | | --- | --- | | Opening balance | $ | 3,764 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (3,764 | ) | | Closing balance | $ | – | | | 12 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | 974,402 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (19,488 | ) | | Closing balance | $ | 954,914 | | | 13 | Notes payable - JB | | --- | --- | | Opening balance | $ | 3,189 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (606 | ) | | Closing balance | $ | 2,583 | | | 14 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | – | | Closing balance | $ | – | | 15 | Trade and other payables | | --- | --- | | Opening balance | $ | 9,137 | | --- | --- | --- | | Net movement in liabilities during the period | | 10,694 | | Closing balance | $ | 20,101 | | 16 | Contingencies and Commitments | | --- | --- |

| 70 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2014 (Unaudited)

		As at<br> December 31, 2014 (Unaudited)		As at<br> December 31, 2013 (Unaudited)
		()		()
ASSETS
Current Assets
Cash and cash equivalents	4
Accounts receivable	5
Prepaid expenses	6
Total Current Assets
Intangible assets - Allied / ECO	7
Investment in Zaboo Foods, Inc.	8
Total Assets
STOCKHOLDERS' EQUITY & LIABILITIES
Current Liabilities
Current portion of long term debts:
Notes payable - PLS	9
Notes payable - EPIC	10
Notes payable - RS	11
Notes payable - Tucker	12
Notes payable - JB	13
Wells Fargo Loan	14
Trade and other payables	15
Total Current Liabilities
Long-term debt - net of current portion	9
Total Liabilities
SHAREHOLDERS’ EQUITY
Preferred A Stock, .0001 par value (1,200,000 Issued shares authorized)
Preferred B Stock, .0001 par value (1,000,000 Issued shares authorized)
Common stock, .0001 par value (4,000,000,000 Issued shares authorized)
Accumulated deficit			)		)
Total Shareholders’ Equity			)		)
Total Liabilities and Equity

All values are in US Dollars.

| 71 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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

	For the year ended December 31, 2014		For the year ended December 31, 2013
	()		()
REVENUE
COST OF GOODS SOLD		)		)
GROSS PROFIT
OPERATING EXPENSES
Selling, general and administrative expense
TOTAL OPERATING EXPENSES
OPERATING PROFIT / (LOSS)
OTHER INCOME / (EXPENSE)
Other income
Interest expense		)		)
Impairment loss
PROFIT / (LOSS) BEFORE TAX
Taxes
NET PROFIT / (LOSS)

All values are in US Dollars.

| 72 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2014 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock			Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares		Par	Shares		Par	(Deficit)	****	Total
			()			()			()	()		()
As at January 1, 2014 (Unaudited)		10,000			–			3,398,760,000			)		)
Preference shares revoked during the year					–
Profit / (loss) for the period
As at December 31, 2014 (Unaudited)		10,000			–			3,398,760,000			)		)

All values are in US Dollars.

| 73 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

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


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

All values are in US Dollars.

| 74 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year endedDecember 31, 2014 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 75 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 76 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 77 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 78 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	4,396
5	Accounts receivable
---	---
Opening balance	$	3,139
---	---	---
Net movement during the period		116
Closing balance	$	3,255
6.	Prepaid expenses
---	---
Opening balance	$	7,127
---	---	---
Net movement during the period		264
Closing balance	$	7,391
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Investment in Zaboo Foods, Inc.
---	---
Opening balance	$	1,000,000
---	---	---
Net movement during the period		–
Closing balance	$	1,000,000
9	Notes payable - PLS
---	---
Opening balance	$	873,620
---	---	---	---
Net movement in liabilities during the period		26,209
		899,829
Less: current portion		(98,981	)
Closing balance	$	800,848
10	Notes payable - EPIC
---	---
Opening balance	$	65,834
---	---	---	---
Net movement in liabilities during the period		(5,925	)
Closing balance	$	59,909

| 79 |

| --- | | 11 | Notes payable - RS | | --- | --- | | Opening balance | $ | 3,111 | | --- | --- | --- | | Net movement in liabilities during the period | | 653 | | Closing balance | $ | 3,764 | | 12 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | 994,288 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (19,886 | ) | | Closing balance | $ | 974,402 | | | 13 | Notes payable - JB | | --- | --- | | Opening balance | $ | 3,937 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (748 | ) | | Closing balance | $ | 3,189 | | | 14 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | 11,652 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (11,652 | ) | | Closing balance | $ | – | | | 15 | Trade and other payables | | --- | --- | | Opening balance | $ | – | | --- | --- | --- | | Net movement in liabilities during the period | | 9,137 | | Closing balance | $ | 9,137 | | 16 | Contingencies and Commitments | | --- | --- |

| 80 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31, 2013 (Unaudited)


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

All values are in US Dollars.

| 81 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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

	For the year ended December 31, 2013		For the year ended December 31, 2012
	()		()
REVENUE
COST OF GOODS SOLD		)		)
GROSS PROFIT
OPERATING EXPENSES
Selling, general and administrative expense
TOTAL OPERATING EXPENSES
OPERATING PROFIT / (LOSS)
OTHER INCOME / (EXPENSE)
Other income
Interest expense		)		)
Impairment loss
PROFIT / (LOSS) BEFORE TAX
Taxes
NET PROFIT / (LOSS)

All values are in US Dollars.

| 82 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2013 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock					Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares			Par		Shares		Par	(Deficit)	****	Total
			()				()				()	()		()
As at January 1, 2013 (Unaudited)		10,000			100,000					3,398,760,000			)		)
Preference shares revoked during the year					(100,000	)		)							)
Profit / (loss) for the period
As at December 31, 2013 (Unaudited)		10,000			–					3,398,760,000			)		)

All values are in US Dollars.

| 83 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

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


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

All values are in US Dollars.

| 84 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year ended December31, 2013 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 85 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 86 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 87 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 88 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	6,988
5	Accounts receivable
---	---
Opening balance	$	–
---	---	---
Net movement during the period		3,139
Closing balance	$	3,139
6.	Prepaid expenses
---	---
Opening balance	$	–
---	---	---
Net movement during the period		7 127
Closing balance	$	7,127
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
8	Investment in Zaboo Foods, Inc.
---	---
Opening balance	$	1,000,000
---	---	---
Net movement during the period		–
Closing balance	$	1,000,000
9	Notes payable - PLS
---	---
Opening balance	$	912,874
---	---	---	---
Net movement in liabilities during the period		(39,254	)
		873,620
Less: current portion		(96,098	)
Closing balance	$	777,522
10	Notes payable - EPIC
---	---
Opening balance	$	72,345
---	---	---	---
Net movement in liabilities during the period		(6,511	)
Closing balance	$	65,834

| 89 |

| --- | | 11 | Notes payable - RS | | --- | --- | | Opening balance | $ | 2,571 | | --- | --- | --- | | Net movement in liabilities during the period | | 540 | | Closing balance | $ | 3,111 | | 12 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | 1,014,580 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (20,292 | ) | | Closing balance | $ | 994,288 | | | 13 | Notes payable - JB | | --- | --- | | Opening balance | $ | 4,860 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (923 | ) | | Closing balance | $ | 3,937 | | | 14 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | 9,710 | | --- | --- | --- | | Net movement in liabilities during the period | | 1,942 | | Closing balance | $ | 11,652 | | 15 | Contingencies and Commitments | | --- | --- |

| 90 |

| --- |

Sports Quest, Inc.

Consolidated Balance Sheet

As at December 31,2012 (Unaudited)


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

All values are in US Dollars.

| 91 |

| --- |

Sports Quest, Inc.

Consolidated Statement of Operations

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

	For the year ended December 31, 2012		For the year ended December 31, 2011
	()		()
REVENUE
COST OF GOODS SOLD		)		)
GROSS PROFIT
OPERATING EXPENSES
Selling, general and administrative expense
TOTAL OPERATING EXPENSES
OPERATING PROFIT / (LOSS)
OTHER INCOME / (EXPENSE)
Other income
Interest expense		)		)
Impairment loss				)
PROFIT / (LOSS) BEFORE TAX				)
Taxes
NET PROFIT / (LOSS)				)

All values are in US Dollars.

| 92 |

| --- |

Sports Quest, Inc.

Statement of Shareholders' Equity

For the year ended December 31, 2012 (Unaudited)

	Series<br> A - Preferred Stock			Series<br> B - Preferred Stock			Common<br> Stock			Accumulated Profit<br> /
	Shares		Par	Shares		Par	Shares		Par	(Deficit)	****	Total
			()			()			()	()		()
As at January 1, 2012 (Unaudited)		10,000			100,000			3,398,760,000			)		)
Preference shares issued during the year
Profit / (loss) for the period
As at December 31, 2012 (Unaudited)		10,000			100,000			3,398,760,000			)		)

All values are in US Dollars.

| 93 |

| --- |

Sports Quest, Inc.

Statement of Cash Flows

For the years endedDecember 31, 2012 and 2011 (Unaudited)


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

All values are in US Dollars.

| 94 |

| --- |

Sports Quest, Inc.

Notes to the Financial Statements

For the year endedDecember 31, 2012 (Unaudited)

1	LEGAL STATUS AND OPERATIONS

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

2	BASIS OF PREPARATION
2.1	Statement of compliance
---	---

2.2	Accounting Convention

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

2.3	Going concern

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

| 95 |

| --- |

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

2.4	Critical accounting estimates and judgements

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

i) Provision for income tax (note - 3.1)

iii) Stock based compensation (note - 3.12)

3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1	Income tax
---	---

3.2	Trade and other payables

| 96 |

| --- | | 3.3 | Provisions | | --- | --- |

3.4	Accounts Receivable

3.5	Contingent liabilities

3.6	Financial liabilities

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

(b)	Financial liabilities measured at amortized cost

3.7	Cash and cash equivalents

| 97 |

| --- | | 3.8 | Revenue recognition | | --- | --- |

3.9	Functional and presentation currency

3.10	Foreign currency transactions

3.11	Contingencies

3.12	Stock based compensation

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

| 98 |

| --- | | 4 | Cash and cash equivalents | | --- | --- |

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

Cash	$	81,852
5	Accounts receivable
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
6.	Prepaid expenses
---	---
Opening balance	$	–
---	---	---
Net movement during the period		–
Closing balance	$	–
7	Intangible assets - Allies/ECO
---	---
Opening balance	$	675,000
---	---	---	---
Net movement during the period		(675,000	)
Closing balance	$	–
8	Investment in Zaboo Foods, Inc.
---	---
Opening balance	$	1,000,000
---	---	---
Net movement during the period		–
Closing balance	$	1,000,000
9	Notes payable - PLS
---	---
Opening balance	$	995,500
---	---	---	---
Net movement in liabilities during the period		(82,626	)
		912,874
Less: current portion		(100,416	)
Closing balance	$	812,458
10	Notes payable - EPIC
---	---
Opening balance	$	79,500
---	---	---	---
Net movement in liabilities during the period		(7,155	)
Closing balance	$	72,345

| 99 |

| --- | | 11 | Notes payable - RS | | --- | --- | | Opening balance | $ | 2,125 | | --- | --- | --- | | Net movement in liabilities during the period | | 446 | | Closing balance | $ | 2,571 | | 12 | Notes payable - Tucker | | --- | --- | | Opening balance | $ | 1,428,986 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (414,406 | ) | | Closing balance | $ | 1,014,580 | | | 13 | Notes payable - JB | | --- | --- | | Opening balance | $ | 6,000 | | | --- | --- | --- | --- | | Net movement in liabilities during the period | | (1,140 | ) | | Closing balance | $ | 4,860 | | | 14 | Wells Fargo Loan | | --- | --- | | Opening balance | $ | 8,092 | | --- | --- | --- | | Net movement in liabilities during the period | | 1,618 | | Closing balance | $ | 9,710 | | 15 | Contingencies and Commitments | | --- | --- |

| 100 |

| --- |