SPQSD 8-K
SportsQuest, Inc. (SPQSD)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported : July 16, 2021
SPORTSQUEST, INC.
(Exact name of small business issuer as specified in its charter)
| Delaware | 033-09218 | 20-4742564 |
|
(State or jurisdiction
of |
(Commission |
(I.R.S. Employer |
| 500 Australian Avenue, Suite 600, West Palm Beach, Florida | 33401 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 954-837-6833
______________________________________________________
(Former Name or Former Address, if Changes Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common and Preferred | SPQS | OTC Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.01 - CHANGES IN CONTROL OF REGISTRANT.
On July 16, 2021, a majority stakeholder Zoran Cvetojevic has acquired the controlling interest in Sportsquest, Inc. (the “Company”) from the current CEO, Jeff Burns.
ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mr. Zoran Cvetojevic has been elected to the Board of Directors. He is a preferred shareholder and financier and has been a director of many public companies boards in a turn around management position.
Ms. Roxanne Roxas was appointed as the Operational Manager. She has vast public company experience in both operational and organizational matters. As the Company works through its turnaround progress she will be a pivotal point person.
Mr. Miro Zecevic who served as interim management will no longer serve in this position.
Jeff Burns remains in the capacity as interim CEO.
ITEM 8.01 - OTHER EVENTS.
The Company has appointed new management and a new turnaround team.
The Company’s new web site is www.sports-quest.com
Follow SPQS on Twitter
Take a look at SportsQuest (@SpqsOtc): https://twitter.com/SpqsOtc?s=08
The Company has settled it's obligations of over $360,000 with the State of Delaware (the “State”) and is now current with the State. Certain additional SEC filings will follow in addition to regular OTC Markets periodic reporting which will be filed separately with OTC Markets.
Our unaudited financial statements are attached as exhibits for the missing periods and will be refiled with OTC shortly.
The Company is targeting sports and entertainment business opportunities in both North America and international venues of baseball and American football.
The Company’s transfer agent (Continental Stock Transfer & Trust Company or “Continental”) had an outstanding balance of approximately $14,000 which has now been completely settled. Continental had advised DTC of the default and DTC had removed or stop providing services to the company. This has now been reinstated and DTC services resumed. The Company has renewed its transfer agent service contract with Continental for a further three years on amicable basis.
ITEM 9.01 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
| (d) | Exhibits |
| 99.1 | Unaudited Financial Statements |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SportsQuest, Inc. | ||
| By: | /s/ Zoran Cvetojevic | |
| Zoran Cvetojevic Director | ||
Date: July 23 2021
| 3 |
Exhibit 99.1
Sports Quest, Inc.
Consolidated Balance Sheet
As at March 31, 2021 (Unaudited)
| Notes | As at March 31, 2021 (Unaudited) | As at December 31, 2020 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 35,013 | 324 | |||||||
| Accounts receivable | 5 | 351 | 1,171 | |||||||
| Prepaid expenses | 6 | 199 | 1,329 | |||||||
| Total Current Assets | 35,563 | 2,824 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Total Assets | 35,563 | 2,824 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 8 | – | – | |||||||
| Notes payable - EPIC | 9 | – | – | |||||||
| Notes payable - RS | 10 | – | – | |||||||
| Notes payable - Tucker | 11 | – | – | |||||||
| Notes payable - JB | 12 | 175,000 | 175,000 | |||||||
| Wells Fargo Loan | 13 | – | – | |||||||
| Trade and other payables | 14 | 150,751 | 118,012 | |||||||
| Accrued expenses | 520,000 | 520,000 | ||||||||
| Total Current Liabilities | 845,751 | 813,012 | ||||||||
| Long-term debt - net of current portion | 8 | – | – | |||||||
| Total Liabilities | 845,751 | 813,012 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | – | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 464,876 | 464,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (810,188 | ) | (810,188 | ) | ||||||
| Total Liabilities and Equity | 35,563 | 2,824 | ||||||||
| 1 |
SportsQuest, Inc.
Consolidated Statement of Operations
For the three months ended March 31, 2021 and the year ended December 31, 2020 (Unaudited)
For the three months ended March 31, 2021 | For the year ended December 31, 2020 | |||||||
| ($) | ($) | |||||||
| REVENUE | 61,466 | 173,795 | ||||||
| COST OF GOODS SOLD | (41,797 | ) | (83,421 | ) | ||||
| GROSS PROFIT | 19,669 | 90,374 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 14,137 | 39,973 | ||||||
| TOTAL OPERATING EXPENSES | 14,137 | 39,973 | ||||||
| OPERATING PROFIT / (LOSS) | 5,532 | 50,401 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (5,532 | ) | (50,401 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 2 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2021 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2021 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| Common stock issued during the year | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at March 31, 2021 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| 3 |
Sports Quest, Inc.
Statement of Cash Flows
For the three months ended March 31, 2021 and the year ended December 31, 2020 (Unaudited)
| 2021 | 2020 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | 820 | 2,732 | ||||||
| (Decrease) / increase in trade payables | 32,739 | 27,283 | ||||||
| (Decrease) / increase in accrued expenses | – | 520,000 | ||||||
| Decrease / (increase) in prepaid expenses | 1,130 | 7,534 | ||||||
| 34,689 | 557,549 | |||||||
| Cash flow from operating activities | 34,689 | 557,549 | ||||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | – | – | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | – | – | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | – | (613,658 | ) | |||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | – | – | ||||||
| Cash flow from financing activities | – | (613,658 | ) | |||||
| Increase/(decrease) in cash and cash equivalents | 34,689 | (56,109 | ) | |||||
| Cash and cash equivalents at beginning of the year | 324 | 56,433 | ||||||
| Cash and cash equivalents at end of the year | 35,013 | 324 | ||||||
| 4 |
Sports Quest, Inc.
Notes to the Financial Statements
For the three months ended March 31, 2021 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 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)
| Notes | As at December 31, 2020 (Unaudited) | As at December 31, 2019 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 324 | 56,433 | |||||||
| Accounts receivable | 5 | 1,171 | 3,903 | |||||||
| Prepaid expenses | 6 | 1,329 | 8,863 | |||||||
| Total Current Assets | 2,824 | 69,199 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Total Assets | 2,824 | 69,199 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 8 | – | 67,502 | |||||||
| Notes payable - EPIC | 9 | – | – | |||||||
| Notes payable - RS | 10 | – | – | |||||||
| Notes payable - Tucker | 11 | – | – | |||||||
| Notes payable - JB | 12 | 175,000 | 175,000 | |||||||
| Wells Fargo Loan | 13 | – | – | |||||||
| Trade and other payables | 14 | 118,012 | 90,729 | |||||||
| Accrued expenses | 520,000 | – | ||||||||
| Total Current Liabilities | 813,012 | 333,231 | ||||||||
| Long-term debt - net of current portion | 8 | – | 546,156 | |||||||
| Total Liabilities | 813,012 | 879,387 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | – | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 464,876 | 464,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (810,188 | ) | (810,188 | ) | ||||||
| Total Liabilities and Equity | 2,824 | 69,199 | ||||||||
| 11 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2020 and 2019 (Unaudited)
For the year ended December 31, 2020 | For the year ended December 31, 2019 | |||||||
| ($) | ($) | |||||||
| REVENUE | 187,471 | 173,795 | ||||||
| COST OF GOODS SOLD | (127,481 | ) | (83,421 | ) | ||||
| GROSS PROFIT | 59,990 | 90,374 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 43,118 | 39,973 | ||||||
| TOTAL OPERATING EXPENSES | 43,118 | 39,973 | ||||||
| OPERATING PROFIT / (LOSS) | 16,872 | 50,401 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (16,872 | ) | (50,401 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 12 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2020 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2020 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| Common stock issued during the year | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2020 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| 13 |
Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2020 and 2019 (Unaudited)
| 2020 | 2019 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | 2,732 | (139 | ) | |||||
| (Decrease) / increase in trade payables | 27,283 | 22,736 | ||||||
| (Decrease) / increase in accrued expenses | 520,000 | – | ||||||
| Decrease / (increase) in prepaid expenses | 7,534 | (316 | ) | |||||
| 557,549 | 22,281 | |||||||
| Cash flow from operating activities | 557,549 | 22,281 | ||||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | – | 180,000 | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | – | 180,000 | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (613,658 | ) | (163,124 | ) | ||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | – | – | ||||||
| Cash flow from financing activities | (613,658 | ) | (163,124 | ) | ||||
| Increase/(decrease) in cash and cash equivalents | (56,109 | ) | 39,157 | |||||
| Cash and cash equivalents at beginning of the year | 56,433 | 17,276 | ||||||
| Cash and cash equivalents at end of the year | 324 | 56,433 | ||||||
| 14 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2020 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 15 |
The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.
Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.
| 2.4 | Critical accounting estimates and judgements |
The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.
The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:
i) Provision for income tax (note - 3.1)
iii) Stock based compensation (note - 3.12)
| 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Income tax |
The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.
| 3.2 | Trade and other payables |
Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.
| 16 |
| 3.3 | Provisions |
A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
| 3.4 | Accounts Receivable |
Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.
| 3.5 | Contingent liabilities |
A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.
| 3.6 | Financial liabilities |
Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.
| (a) | Financial liabilities at fair value through profit or loss |
Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.
| (b) | Financial liabilities measured at amortized cost |
These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.
| 3.7 | Cash and cash equivalents |
Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.
| 17 |
| 3.8 | Revenue recognition |
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred.
| 3.9 | Functional and presentation currency |
Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.
| 3.10 | Foreign currency transactions |
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.
| 3.11 | Contingencies |
The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).
| 3.12 | Stock based compensation |
The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.
The Company recognizes expense over the service period for awards expected to vest.
In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.
| 18 |
| 4 | Cash and cash equivalents |
This represents cash in hand and cash deposited in bank accounts (current) by the Company.
| Cash | $ | 324 |
| 5 | Accounts receivable |
| Opening balance | $ | 3,903 | ||
| Net movement during the period | (2,732 | ) | ||
| Closing balance | $ | 1,171 |
| 6. | Prepaid expenses |
| Opening balance | $ | 8,863 | ||
| Net movement during the period | (7,534 | ) | ||
| Closing balance | $ | 1,329 |
| 7 | Intangible assets - Allies/ECO |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 8 | Notes payable - PLS |
| Opening balance | $ | 613,658 | ||
| Net movement during the period | (613,658 | ) | ||
| Closing balance | $ | – |
| 9 | Notes payable - EPIC |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 19 |
| 10 | Notes payable - RS |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 11 | Notes payable - Tucker |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 12 | Notes payable - JB |
| Opening balance | $ | 175,000 | ||
| Net movement during the period | – | |||
| Closing balance | $ | 175,000 |
| 13 | Wells Fargo Loan |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 14 | Trade and other payables |
| Opening balance | $ | 90,729 | ||
| Net movement during the period | 27,283 | |||
| Closing balance | $ | 118,012 |
| 15 | Contingencies and Commitments |
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
| 20 |
Sports Quest, Inc.
Consolidated Balance Sheet
As at December 31, 2019 (Unaudited)
| Notes | As at December 31, 2019 (Unaudited) | As at December 31, 2018 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 56,433 | 17,276 | |||||||
| Accounts receivable | 5 | 3,903 | 3,764 | |||||||
| Prepaid expenses | 6 | 8,863 | 8,547 | |||||||
| Total Current Assets | 69,199 | 29,587 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Investment in Zaboo Foods, Inc. | 8 | – | 180,000 | |||||||
| Total Assets | 69,199 | 209,587 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 9 | 67,502 | 85,446 | |||||||
| Notes payable - EPIC | 10 | – | – | |||||||
| Notes payable - RS | 11 | – | – | |||||||
| Notes payable - Tucker | 12 | – | – | |||||||
| Notes payable - JB | 13 | 175,000 | 175,000 | |||||||
| Wells Fargo Loan | 14 | – | – | |||||||
| Trade and other payables | 15 | 90,729 | 67,993 | |||||||
| Total Current Liabilities | 333,231 | 328,439 | ||||||||
| Long-term debt - net of current portion | 9 | 546,156 | 691,336 | |||||||
| Total Liabilities | 879,387 | 1,019,775 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | – | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 464,876 | 464,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (810,188 | ) | (810,188 | ) | ||||||
| Total Liabilities and Equity | 69,199 | 209,587 | ||||||||
| 21 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2019 and 2018 (Unaudited)
For the year ended December 31, 2019 | For the year ended December 31, 2018 | |||||||
| ($) | ($) | |||||||
| REVENUE | 170,568 | 173,795 | ||||||
| COST OF GOODS SOLD | (81,872 | ) | (83,421 | ) | ||||
| GROSS PROFIT | 88,696 | 90,374 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 39,231 | 39,973 | ||||||
| TOTAL OPERATING EXPENSES | 39,231 | 39,973 | ||||||
| OPERATING PROFIT / (LOSS) | 49,465 | 50,401 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (49,465 | ) | (50,401 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 22 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2019 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2019 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| Common stock issued during the year | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2019 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| 23 |
Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2019 and 2018 (Unaudited)
| 2019 | 2018 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | (139 | ) | (134 | ) | ||||
| (Decrease) / increase in trade payables | 22,736 | 18,946 | ||||||
| Decrease / (increase) in prepaid expenses | (316 | ) | (305 | ) | ||||
| 22,281 | 18,507 | |||||||
| Cash flow from operating activities | 22,281 | 18,507 | ||||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | 180,000 | – | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | 180,000 | – | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (163,124 | ) | (33,181 | ) | ||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | – | – | ||||||
| Cash flow from financing activities | (163,124 | ) | (33,181 | ) | ||||
| Increase/(decrease) in cash and cash equivalents | 39,157 | (14,674 | ) | |||||
| Cash and cash equivalents at beginning of the year | 17,276 | 31,950 | ||||||
| Cash and cash equivalents at end of the year | 56,433 | 17,276 | ||||||
| 24 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 25 |
The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.
Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.
| 2.4 | Critical accounting estimates and judgements |
The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.
The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:
i) Provision for income tax (note - 3.1)
iii) Stock based compensation (note - 3.12)
| 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Income tax |
The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.
| 3.2 | Trade and other payables |
Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.
| 26 |
| 3.3 | Provisions |
A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
| 3.4 | Accounts Receivable |
Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.
| 3.5 | Contingent liabilities |
A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.
| 3.6 | Financial liabilities |
Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.
| (a) | Financial liabilities at fair value through profit or loss |
Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.
| (b) | Financial liabilities measured at amortized cost |
These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.
| 3.7 | Cash and cash equivalents |
Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.
| 27 |
| 3.8 | Revenue recognition |
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred.
| 3.9 | Functional and presentation currency |
Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.
| 3.10 | Foreign currency transactions |
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.
| 3.11 | Contingencies |
The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).
| 3.12 | Stock based compensation |
The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.
The Company recognizes expense over the service period for awards expected to vest.
In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.
| 28 |
| 4 | Cash and cash equivalents |
This represents cash in hand and cash deposited in bank accounts (current) by the Company.
| Cash | $ | 56,433 |
| 5 | Accounts receivable |
| Opening balance | $ | 3,764 | ||
| Net movement during the period | 139 | |||
| Closing balance | $ | 3,903 |
| 6. | Prepaid expenses |
| Opening balance | $ | 8,547 | ||
| Net movement during the period | 316 | |||
| Closing balance | $ | 8,863 |
| 7 | Intangible assets - Allies/ECO |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 8 | Investment in Zaboo Foods, Inc. |
| Opening balance | $ | 180,000 | ||
| Net movement during the period | (180,000 | ) | ||
| Closing balance | $ | – |
| 9 | Notes payable - PLS |
| Opening balance | $ | 776,782 | ||
| Net movement in liabilities during the period | (163,124 | ) | ||
| 613,658 | ||||
| Less: current portion | (67,502 | ) | ||
| Closing balance | $ | 546,156 |
| 10 | Notes payable - EPIC |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 29 |
| 11 | Notes payable - RS |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 12 | Notes payable - Tucker |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 13 | Notes payable - JB |
| Opening balance | $ | 175,000 | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | 175,000 |
| 14 | Wells Fargo Loan |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 15 | Trade and other payables |
| Opening balance | $ | 67,993 | ||
| Net movement in liabilities during the period | 22,736 | |||
| Closing balance | $ | 90,729 |
| 16 | Contingencies and Commitments |
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
| 30 |
Sports Quest, Inc.
Consolidated Balance Sheet
As at December 31, 2018 (Unaudited)
| Notes | As at December 31, 2018 (Unaudited) | As at December 31, 2017 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 17,276 | 31,950 | |||||||
| Accounts receivable | 5 | 3,764 | 3,630 | |||||||
| Prepaid expenses | 6 | 8,547 | 8,242 | |||||||
| Total Current Assets | 29,587 | 43,822 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Investment in Zaboo Foods, Inc. | 8 | 180,000 | 180,000 | |||||||
| Total Assets | 209,587 | 223,822 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 9 | 85,446 | 108,159 | |||||||
| Notes payable - EPIC | 10 | – | – | |||||||
| Notes payable - RS | 11 | – | – | |||||||
| Notes payable - Tucker | 12 | – | – | |||||||
| Notes payable - JB | 13 | 175,000 | 1,695 | |||||||
| Wells Fargo Loan | 14 | – | – | |||||||
| Trade and other payables | 15 | 67,993 | 49,047 | |||||||
| Total Current Liabilities | 328,439 | 158,901 | ||||||||
| Long-term debt - net of current portion | 9 | 691,336 | 875,109 | |||||||
| Total Liabilities | 1,019,775 | 1,034,010 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | – | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 464,876 | 464,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (810,188 | ) | (810,188 | ) | ||||||
| Total Liabilities and Equity | 209,587 | 223,822 | ||||||||
| 31 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2018 and 2017 (Unaudited)
For the year ended December 31, 2018 | For the year ended December 31, 2017 | |||||||
| ($) | ($) | |||||||
| REVENUE | 164,576 | 173,795 | ||||||
| COST OF GOODS SOLD | (78,996 | ) | (83,421 | ) | ||||
| GROSS PROFIT | 85,580 | 90,374 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 37,853 | 39,973 | ||||||
| TOTAL OPERATING EXPENSES | 37,853 | 39,973 | ||||||
| OPERATING PROFIT / (LOSS) | 47,727 | 50,401 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (47,727 | ) | (50,401 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 32 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2018 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2018 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| Common stock issued during the year | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2018 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| 33 |
Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2018 and 2017
| 2018 | 2017 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | (134 | ) | (130 | ) | ||||
| (Decrease) / increase in trade payables | 18,946 | 15,789 | ||||||
| Decrease / (increase) in prepaid expenses | (305 | ) | (294 | ) | ||||
| 18,507 | 15,365 | |||||||
| Cash flow from operating activities | 18,507 | 15,365 | ||||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | – | 350,000 | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | – | 350,000 | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (33,181 | ) | (907,574 | ) | ||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | – | – | ||||||
| Cash flow from financing activities | (33,181 | ) | (907,574 | ) | ||||
| Increase/(decrease) in cash and cash equivalents | (14,674 | ) | (542,209 | ) | ||||
| Cash and cash equivalents at beginning of the year | 31,950 | 574,159 | ||||||
| Cash and cash equivalents at end of the year | 17,276 | 31,950 | ||||||
| 34 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2018 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 35 |
The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.
Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.
| 2.4 | Critical accounting estimates and judgements |
The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.
The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:
i) Provision for income tax (note - 3.1)
iii) Stock based compensation (note - 3.12)
| 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Income tax |
The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.
| 3.2 | Trade and other payables |
Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.
| 36 |
| 3.3 | Provisions |
A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
| 3.4 | Accounts Receivable |
Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.
| 3.5 | Contingent liabilities |
A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.
| 3.6 | Financial liabilities |
Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.
| (a) | Financial liabilities at fair value through profit or loss |
Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.
| (b) | Financial liabilities measured at amortized cost |
These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.
| 3.7 | Cash and cash equivalents |
Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.
| 37 |
| 3.8 | Revenue recognition |
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred.
| 3.9 | Functional and presentation currency |
Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.
| 3.10 | Foreign currency transactions |
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.
| 3.11 | Contingencies |
The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).
| 3.12 | Stock based compensation |
The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.
The Company recognizes expense over the service period for awards expected to vest.
In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.
| 38 |
| 4 | Cash and cash equivalents |
This represents cash in hand and cash deposited in bank accounts (current) by the Company.
| Cash | $ | 17,276 |
| 5 | Accounts receivable |
| Opening balance | $ | 3,630 | ||
| Net movement during the period | 134 | |||
| Closing balance | $ | 3,764 |
| 6. | Prepaid expenses |
| Opening balance | $ | 8,242 | ||
| Net movement during the period | 305 | |||
| Closing balance | $ | 8,547 |
| 7 | Intangible assets - Allies/ECO |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 8 | Investment in Zaboo Foods, Inc. |
| Opening balance | $ | 180,000 | ||
| Net movement during the period | – | |||
| Closing balance | $ | 180,000 |
| 9 | Notes payable - PLS |
| Opening balance | $ | 983,268 | ||
| Net movement in liabilities during the period | (206,486 | ) | ||
| 776,782 | ||||
| Less: current portion | (85,446 | ) | ||
| Closing balance | $ | 691,336 |
| 10 | Notes payable - EPIC |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 39 |
| 11 | Notes payable - RS |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 12 | Notes payable - Tucker |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 13 | Notes payable - JB |
| Opening balance | $ | 1,695 | ||
| Net movement in liabilities during the period | 173,305 | |||
| Closing balance | $ | 175,000 |
| 14 | Wells Fargo Loan |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 15 | Trade and other payables |
| Opening balance | $ | 49,047 | ||
| Net movement in liabilities during the period | 18,946 | |||
| Closing balance | $ | 67,993 |
| 16 | Contingencies and Commitments |
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
| 40 |
Sports Quest, Inc.
Consolidated Balance Sheet
As at December 31, 2017 (Unaudited)
| Notes | As at December 31, 2017 (Unaudited) | As at December 31, 2016 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 31,950 | 574,159 | |||||||
| Accounts receivable | 5 | 3,630 | 3,500 | |||||||
| Prepaid expenses | 6 | 8,242 | 7,948 | |||||||
| Total Current Assets | 43,822 | 585,607 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Investment in Zaboo Foods, Inc. | 8 | 180,000 | 530,000 | |||||||
| Total Assets | 223,822 | 1,115,607 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 9 | 108,159 | 105,009 | |||||||
| Notes payable - EPIC | 10 | – | – | |||||||
| Notes payable - RS | 11 | – | – | |||||||
| Notes payable - Tucker | 12 | – | 935,816 | |||||||
| Notes payable - JB | 13 | 1,695 | 2,092 | |||||||
| Wells Fargo Loan | 14 | – | – | |||||||
| Trade and other payables | 15 | 49,047 | 33,258 | |||||||
| Total Current Liabilities | 158,901 | 1,076,175 | ||||||||
| Long-term debt - net of current portion | 9 | 875,109 | 849,620 | |||||||
| Total Liabilities | 1,034,010 | 1,925,795 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | – | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 464,876 | 464,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (810,188 | ) | (810,188 | ) | ||||||
| Total Liabilities and Equity | 223,822 | 1,115,607 | ||||||||
| 41 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2017 and 2016 (Unaudited)
For the year ended December 31, 2017 | For the year ended December 31, 2016 | |||||||
| ($) | ($) | |||||||
| REVENUE | 158,582 | 173,795 | ||||||
| COST OF GOODS SOLD | (76,119 | ) | (83,421 | ) | ||||
| GROSS PROFIT | 82,463 | 90,374 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 36,474 | 39,973 | ||||||
| TOTAL OPERATING EXPENSES | 36,474 | 39,973 | ||||||
| OPERATING PROFIT / (LOSS) | 45,989 | 50,401 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (45,989 | ) | (50,401 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 42 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2017 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2017 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| Common stock issued during the year | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2017 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| 43 |
Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2017 and 2016
| 2017 | 2016 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | (130 | ) | (125 | ) | ||||
| (Decrease) / increase in trade payables | 15,789 | 13,157 | ||||||
| Decrease / (increase) in prepaid expenses | (294 | ) | (284 | ) | ||||
| 15,365 | 12,748 | |||||||
| Cash flow from operating activities | 15,365 | 12,748 | ||||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | 350,000 | 470,000 | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | 350,000 | 470,000 | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (907,574 | ) | (46,301 | ) | ||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | – | 125,000 | ||||||
| Cash flow from financing activities | (907,574 | ) | 78,699 | |||||
| Increase/(decrease) in cash and cash equivalents | (542,209 | ) | 561,447 | |||||
| Cash and cash equivalents at beginning of the year | 574,159 | 12,712 | ||||||
| Cash and cash equivalents at end of the year | 31,950 | 574,159 | ||||||
| 44 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2017 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 45 |
The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.
Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.
| 2.4 | Critical accounting estimates and judgements |
The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.
The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:
i) Provision for income tax (note - 3.1)
iii) Stock based compensation (note - 3.12)
| 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Income tax |
The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.
| 3.2 | Trade and other payables |
Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.
| 46 |
| 3.3 | Provisions |
A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
| 3.4 | Accounts Receivable |
Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.
| 3.5 | Contingent liabilities |
A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.
| 3.6 | Financial liabilities |
Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.
| (a) | Financial liabilities at fair value through profit or loss |
Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.
| (b) | Financial liabilities measured at amortized cost |
These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.
| 3.7 | Cash and cash equivalents |
Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.
| 47 |
| 3.8 | Revenue recognition |
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred.
| 3.9 | Functional and presentation currency |
Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.
| 3.10 | Foreign currency transactions |
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.
| 3.11 | Contingencies |
The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).
| 3.12 | Stock based compensation |
The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.
The Company recognizes expense over the service period for awards expected to vest.
In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.
| 48 |
| 4 | Cash and cash equivalents |
This represents cash in hand and cash deposited in bank accounts (current) by the Company.
| Cash | $ | 31,950 |
| 5 | Accounts receivable |
| Opening balance | $ | 3,500 | ||
| Net movement during the period | 130 | |||
| Closing balance | $ | 3,630 |
| 6. | Prepaid expenses |
| Opening balance | $ | 7,948 | ||
| Net movement during the period | 294 | |||
| Closing balance | $ | 8,242 |
| 7 | Intangible assets - Allies/ECO |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 8 | Investment in Zaboo Foods, Inc. |
| Opening balance | $ | 530,000 | ||
| Net movement during the period | (350,000 | ) | ||
| Closing balance | $ | 180,000 |
| 9 | Notes payable - PLS |
| Opening balance | $ | 954,629 | ||
| Net movement in liabilities during the period | 28,639 | |||
| 983,268 | ||||
| Less: current portion | (108,159 | ) | ||
| Closing balance | $ | 875,109 |
| 10 | Notes payable - EPIC |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 49 |
| 11 | Notes payable - RS |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 12 | Notes payable - Tucker |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 13 | Notes payable - JB |
| Opening balance | $ | 2,092 | ||
| Net movement in liabilities during the period | (397 | ) | ||
| Closing balance | $ | 1,695 |
| 14 | Wells Fargo Loan |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 15 | Trade and other payables |
| Opening balance | $ | 33,258 | ||
| Net movement in liabilities during the period | 15,789 | |||
| Closing balance | $ | 49,407 |
| 16 | Contingencies and Commitments |
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
| 50 |
Sports Quest, Inc.
Consolidated Balance Sheet
As at December 31, 2016 (Unaudited)
| Notes | As at December 31, 2016 (Unaudited) | As at December 31, 2015 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 574,159 | 12,712 | |||||||
| Accounts receivable | 5 | 3,500 | 3,375 | |||||||
| Prepaid expenses | 6 | 7,948 | 7,664 | |||||||
| Total Current Assets | 585,607 | 23,751 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Investment in Zaboo Foods, Inc. | 8 | 530,000 | 1,000,000 | |||||||
| Total Assets | 1,115,607 | 1,023,751 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 9 | 105,009 | 101,951 | |||||||
| Notes payable - EPIC | 10 | – | 54,517 | |||||||
| Notes payable - RS | 11 | – | – | |||||||
| Notes payable - Tucker | 12 | 935,816 | 954,914 | |||||||
| Notes payable - JB | 13 | 2,092 | 2,583 | |||||||
| Wells Fargo Loan | 14 | – | – | |||||||
| Trade and other payables | 15 | 33,258 | 20,101 | |||||||
| Total Current Liabilities | 1,076,175 | 1,134,066 | ||||||||
| Long-term debt - net of current portion | 9 | 849,620 | 824,873 | |||||||
| Total Liabilities | 1,925,795 | 1,958,939 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | – | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 464,876 | 339,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (810,188 | ) | (935,188 | ) | ||||||
| Total Liabilities and Equity | 1,115,607 | 1,023,751 | ||||||||
| 51 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2016 and 2015 (Unaudited)
For the year ended December 31, 2016 | For the year ended December 31, 2015 | |||||||
| ($) | ($) | |||||||
| REVENUE | 155,356 | 173,795 | ||||||
| COST OF GOODS SOLD | (74,571 | ) | (83,421 | ) | ||||
| GROSS PROFIT | 80,785 | 90,374 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 35,732 | 39,973 | ||||||
| TOTAL OPERATING EXPENSES | 35,732 | 39,973 | ||||||
| OPERATING PROFIT / (LOSS) | 45,053 | 50,401 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (45,053 | ) | (50,401 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 52 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2016 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2016 (Unaudited) | 10,000 | 10 | – | – | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,188 | ) | ||||||||||||||||||||||
| Common stock issued during the year | – | – | 1,250,000,000 | 125,000 | – | 125,000 | ||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2016 (Unaudited) | 10,000 | 10 | – | – | 4,648,760,000 | 464,876 | (1,275,074 | ) | (810,188 | ) | ||||||||||||||||||||||
| 53 |
Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2016 and 2015 (Unaudited)
| 2016 | 2015 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | (125 | ) | (120 | ) | ||||
| (Decrease) / increase in trade payables | 13,157 | 10,964 | ||||||
| Decrease / (increase) in prepaid expenses | (284 | ) | (273 | ) | ||||
| 12,748 | 10,571 | |||||||
| Cash flow from operating activities | 12,748 | 10,571 | ||||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | 470,000 | – | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | 470,000 | – | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (46,301 | ) | (2,255 | ) | ||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | 125,000 | – | ||||||
| Cash flow from financing activities | 78,699 | (2,255 | ) | |||||
| Increase/(decrease) in cash and cash equivalents | 561,447 | 8,316 | ||||||
| Cash and cash equivalents at beginning of the year | 12,712 | 4,396 | ||||||
| Cash and cash equivalents at end of the year | 574,159 | 12,712 | ||||||
| 54 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2016 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 55 |
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.
| 56 |
| 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.
| 57 |
| 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.
| 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 |
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.
| 60 |
Sports Quest, Inc.
Consolidated Balance Sheet
As at December 31, 2015 (Unaudited)
| Notes | As at December 31, 2015 (Unaudited) | As at December 31, 2014 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 12,712 | 4,396 | |||||||
| Accounts receivable | 5 | 3,375 | 3,255 | |||||||
| Prepaid expenses | 6 | 7,664 | 7,391 | |||||||
| Total Current Assets | 23,751 | 15,042 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Investment in Zaboo Foods, Inc. | 8 | 1,000,000 | 1,000,000 | |||||||
| Total Assets | 1,023,751 | 1,015,042 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 9 | 101,951 | 98,981 | |||||||
| Notes payable - EPIC | 10 | 54,517 | 59,909 | |||||||
| Notes payable - RS | 11 | – | 3,764 | |||||||
| Notes payable - Tucker | 12 | 954,914 | 974,402 | |||||||
| Notes payable - JB | 13 | 2,583 | 3,189 | |||||||
| Wells Fargo Loan | 14 | – | – | |||||||
| Trade and other payables | 15 | 20,101 | 9,137 | |||||||
| Total Current Liabilities | 1,134,066 | 1,149,382 | ||||||||
| Long-term debt - net of current portion | 9 | 824,873 | 800,848 | |||||||
| Total Liabilities | 1,958,939 | 1,950,230 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | – | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 339,876 | 339,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (935,188 | ) | (935,188 | ) | ||||||
| Total Liabilities and Equity | 1,023,751 | 1,015,042 | ||||||||
| 61 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2015 and 2014 (Unaudited)
For the year ended December 31, 2015 | For the year ended December 31, 2014 | |||||||
| ($) | ($) | |||||||
| REVENUE | 155,356 | 173,795 | ||||||
| COST OF GOODS SOLD | (74,571 | ) | (83,421 | ) | ||||
| GROSS PROFIT | 80,785 | 90,374 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 35,732 | 39,973 | ||||||
| TOTAL OPERATING EXPENSES | 35,732 | 39,973 | ||||||
| OPERATING PROFIT / (LOSS) | 45,053 | 50,401 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (45,053 | ) | (50,401 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 62 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2015 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2015 (Unaudited) | 10,000 | 10 | – | – | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,188 | ) | ||||||||||||||||||||||
| Preference shares revoked during the year | – | – | – | – | ||||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2015 (Unaudited) | 10,000 | 10 | – | – | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,188 | ) | ||||||||||||||||||||||
| 63 |
Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2015 and 2014 (Unaudited)
| 2015 | 2014 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | (120 | ) | (116 | ) | ||||
| (Decrease) / increase in trade payables | 10,964 | 9,137 | ||||||
| Decrease / (increase) in prepaid expenses | (273 | ) | (264 | ) | ||||
| 10,571 | 8,757 | |||||||
| Cash flow from operating activities | 10,571 | 8,757 | ||||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | – | – | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | – | – | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (2,255 | ) | (11,349 | ) | ||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | – | – | ||||||
| Cash flow from financing activities | (2,255 | ) | (11,349 | ) | ||||
| Increase/(decrease) in cash and cash equivalents | 8,316 | (2,592 | ) | |||||
| Cash and cash equivalents at beginning of the year | 4,396 | 6,988 | ||||||
| Cash and cash equivalents at end of the year | 12,712 | 4,396 | ||||||
| 64 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2015 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 65 |
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.
| 66 |
| 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.
| 67 |
| 3.8 | Revenue recognition |
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred.
| 3.9 | Functional and presentation currency |
Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.
| 3.10 | Foreign currency transactions |
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.
| 3.11 | Contingencies |
The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).
| 3.12 | Stock based compensation |
The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.
The Company recognizes expense over the service period for awards expected to vest.
In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.
| 68 |
| 4 | Cash and cash equivalents |
This represents cash in hand and cash deposited in bank accounts (current) by the Company.
| Cash | $ | 12,712 |
| 5 | Accounts receivable |
| Opening balance | $ | 3,255 | ||
| Net movement during the period | 120 | |||
| Closing balance | $ | 3,375 |
| 6. | Prepaid expenses |
| Opening balance | $ | 7,391 | ||
| Net movement during the period | 273 | |||
| Closing balance | $ | 7,664 |
| 7 | Intangible assets - Allies/ECO |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 8 | Investment in Zaboo Foods, Inc. |
| Opening balance | $ | 1,000,000 | ||
| Net movement during the period | – | |||
| Closing balance | $ | 1,000,000 |
| 9 | Notes payable - PLS |
| Opening balance | $ | 899,829 | ||
| Net movement in liabilities during the period | 26,995 | |||
| 926,824 | ||||
| Less: current portion | (101,951 | ) | ||
| Closing balance | $ | 824,873 |
| 10 | Notes payable - EPIC |
| Opening balance | $ | 59,909 | ||
| Net movement in liabilities during the period | (5,392 | ) | ||
| Closing balance | $ | 54,517 |
| 69 |
| 11 | Notes payable - RS |
| Opening balance | $ | 3,764 | ||
| Net movement in liabilities during the period | (3,764 | ) | ||
| Closing balance | $ | – |
| 12 | Notes payable - Tucker |
| Opening balance | $ | 974,402 | ||
| Net movement in liabilities during the period | (19,488 | ) | ||
| Closing balance | $ | 954,914 |
| 13 | Notes payable - JB |
| Opening balance | $ | 3,189 | ||
| Net movement in liabilities during the period | (606 | ) | ||
| Closing balance | $ | 2,583 |
| 14 | Wells Fargo Loan |
| Opening balance | $ | – | ||
| Net movement in liabilities during the period | – | |||
| Closing balance | $ | – |
| 15 | Trade and other payables |
| Opening balance | $ | 9,137 | ||
| Net movement in liabilities during the period | 10,694 | |||
| Closing balance | $ | 20,101 |
| 16 | Contingencies and Commitments |
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
| 70 |
Sports Quest, Inc.
Consolidated Balance Sheet
As at December 31, 2014 (Unaudited)
| Notes | As at December 31, 2014 (Unaudited) | As at December 31, 2013 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 4,396 | 6,988 | |||||||
| Accounts receivable | 5 | 3,255 | 3,139 | |||||||
| Prepaid expenses | 6 | 7,391 | 7,127 | |||||||
| Total Current Assets | 15,042 | 17,254 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Investment in Zaboo Foods, Inc. | 8 | 1,000,000 | 1,000,000 | |||||||
| Total Assets | 1,015,042 | 1,017,254 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 9 | 98,981 | 96,098 | |||||||
| Notes payable - EPIC | 10 | 59,909 | 65,834 | |||||||
| Notes payable - RS | 11 | 3,764 | 3,111 | |||||||
| Notes payable - Tucker | 12 | 974,402 | 994,288 | |||||||
| Notes payable - JB | 13 | 3,189 | 3,937 | |||||||
| Wells Fargo Loan | 14 | – | 11,652 | |||||||
| Trade and other payables | 15 | 9,137 | – | |||||||
| Total Current Liabilities | 1,149,382 | 1,174,920 | ||||||||
| Long-term debt - net of current portion | 9 | 800,848 | 777,522 | |||||||
| Total Liabilities | 1,950,230 | 1,952,442 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | – | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 339,876 | 339,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (935,188 | ) | (935,188 | ) | ||||||
| Total Liabilities and Equity | 1,015,042 | 1,017,254 | ||||||||
| 71 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2014 and 2013 (Unaudited)
| For the year ended December 31, 2014 | For the year ended December 31, 2013 | |||||||
| ($) | ($) | |||||||
| REVENUE | 173,795 | 173,795 | ||||||
| COST OF GOODS SOLD | (83,421 | ) | (83,421 | ) | ||||
| GROSS PROFIT | 90,374 | 90,374 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 39,973 | 39,973 | ||||||
| TOTAL OPERATING EXPENSES | 39,973 | 39,973 | ||||||
| OPERATING PROFIT / (LOSS) | 50,401 | 50,401 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (50,401 | ) | (50,401 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 72 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2014 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2014 (Unaudited) | 10,000 | 10 | – | – | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,188 | ) | ||||||||||||||||||||||
| Preference shares revoked during the year | – | – | – | – | ||||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2014 (Unaudited) | 10,000 | 10 | – | – | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,188 | ) | ||||||||||||||||||||||
| 73 |
Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2014 and 2013 (Unaudited)
| 2014 | 2013 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | (116 | ) | (3,139 | ) | ||||
| (Decrease) / increase in trade payables | 9,137 | – | ||||||
| Decrease / (increase) in prepaid expenses | (264 | ) | (7,127 | ) | ||||
| 8,757 | (10,266 | ) | ||||||
| Cash flow from operating activities | 8,757 | (10,266 | ) | |||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | – | – | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | – | – | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (11,349 | ) | (64,498 | ) | ||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | – | (100 | ) | |||||
| Cash flow from financing activities | (11,349 | ) | (64,598 | ) | ||||
| Increase/(decrease) in cash and cash equivalents | (2,592 | ) | (74,864 | ) | ||||
| Cash and cash equivalents at beginning of the year | 6,988 | 81,852 | ||||||
| Cash and cash equivalents at end of the year | 4,396 | 6,988 | ||||||
| 74 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2014 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 75 |
The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.
Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.
| 2.4 | Critical accounting estimates and judgements |
The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.
The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:
i) Provision for income tax (note - 3.1)
iii) Stock based compensation (note - 3.12)
| 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Income tax |
The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.
| 3.2 | Trade and other payables |
Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.
| 76 |
| 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.
| 77 |
| 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.
| 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 |
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
| 80 |
Sports Quest, Inc.
Consolidated Balance Sheet
As at December 31, 2013 (Unaudited)
| Notes | As at December 31, 2013 (Unaudited) | As at December 31, 2012 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 6,988 | 81,852 | |||||||
| Accounts receivable | 5 | 3,139 | – | |||||||
| Prepaid expenses | 6 | 7,127 | – | |||||||
| Total Current Assets | 17,254 | 81,852 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | – | |||||||
| Investment in Zaboo Foods, Inc. | 8 | 1,000,000 | 1,000,000 | |||||||
| Total Assets | 1,017,254 | 1,081,852 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 9 | 96,098 | 100,416 | |||||||
| Notes payable - EPIC | 10 | 65,834 | 72,345 | |||||||
| Notes payable - RS | 11 | 3,111 | 2,571 | |||||||
| Notes payable - Tucker | 12 | 994,288 | 1,014,580 | |||||||
| Notes payable - JB | 13 | 3,937 | 4,860 | |||||||
| Wells Fargo Loan | 14 | 11,652 | 9,710 | |||||||
| Total Current Liabilities | 1,174,920 | 1,204,482 | ||||||||
| Long-term debt - net of current portion | 9 | 777,522 | 812,458 | |||||||
| Total Liabilities | 1,952,442 | 2,016,940 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | – | 100 | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 339,876 | 339,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (935,188 | ) | (935,088 | ) | ||||||
| Total Liabilities and Equity | 1,017,254 | 1,081,852 | ||||||||
| 81 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2013 and 2012 (Unaudited)
| For the year ended December 31, 2013 | For the year ended December 31, 2012 | |||||||
| ($) | ($) | |||||||
| REVENUE | 173,795 | 153,665 | ||||||
| COST OF GOODS SOLD | (83,421 | ) | (73,759 | ) | ||||
| GROSS PROFIT | 90,374 | 79,906 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 39,973 | 35,343 | ||||||
| TOTAL OPERATING EXPENSES | 39,973 | 35,343 | ||||||
| OPERATING PROFIT / (LOSS) | 50,401 | 44,563 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (50,401 | ) | (44,563 | ) | ||||
| Impairment loss | – | – | ||||||
| PROFIT / (LOSS) BEFORE TAX | – | – | ||||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | – | ||||||
| 82 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2013 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2013 (Unaudited) | 10,000 | 10 | 100,000 | 100 | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,088 | ) | ||||||||||||||||||||||
| Preference shares revoked during the year | (100,000 | ) | (100 | ) | – | (100 | ) | |||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2013 (Unaudited) | 10,000 | 10 | – | – | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,188 | ) | ||||||||||||||||||||||
| 83 |
Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2013 and 2012 (Unaudited)
| 2013 | 2012 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | – | ||||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | – | |||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | (3,139 | ) | – | |||||
| (Decrease) / increase in trade payables | – | – | ||||||
| Decrease / (increase) in prepaid expenses | (7,127 | ) | – | |||||
| (10,266 | ) | – | ||||||
| Cash flow from operating activities | (10,266 | ) | – | |||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | – | 675,000 | ||||||
| Additions in property, plant and equipment | – | – | ||||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | – | 675,000 | ||||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (64,498 | ) | (597,763 | ) | ||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | (100 | ) | – | |||||
| Cash flow from financing activities | (64,598 | ) | (597,763 | ) | ||||
| Increase/(decrease) in cash and cash equivalents | (74,864 | ) | 77,237 | |||||
| Cash and cash equivalents at beginning of the year | 81,852 | 4,615 | ||||||
| Cash and cash equivalents at end of the year | 6,988 | 81,852 | ||||||
| 84 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2013 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
| 85 |
The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.
Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.
| 2.4 | Critical accounting estimates and judgements |
The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.
The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:
i) Provision for income tax (note - 3.1)
iii) Stock based compensation (note - 3.12)
| 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Income tax |
The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.
| 3.2 | Trade and other payables |
Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.
| 86 |
| 3.3 | Provisions |
A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
| 3.4 | Accounts Receivable |
Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.
| 3.5 | Contingent liabilities |
A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.
| 3.6 | Financial liabilities |
Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.
| (a) | Financial liabilities at fair value through profit or loss |
Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.
| (b) | Financial liabilities measured at amortized cost |
These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.
| 3.7 | Cash and cash equivalents |
Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.
| 87 |
| 3.8 | Revenue recognition |
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred.
| 3.9 | Functional and presentation currency |
Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.
| 3.10 | Foreign currency transactions |
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.
| 3.11 | Contingencies |
The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).
| 3.12 | Stock based compensation |
The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.
The Company recognizes expense over the service period for awards expected to vest.
In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.
| 88 |
| 4 | Cash and cash equivalents |
This represents cash in hand and cash deposited in bank accounts (current) by the Company.
| Cash | $ | 6,988 |
| 5 | Accounts receivable |
| Opening balance | $ | – | ||
| Net movement during the period | 3,139 | |||
| Closing balance | $ | 3,139 |
| 6. | Prepaid expenses |
| Opening balance | $ | – | ||
| Net movement during the period | 7 127 | |||
| Closing balance | $ | 7,127 |
| 7 | Intangible assets - Allies/ECO |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 8 | Investment in Zaboo Foods, Inc. |
| Opening balance | $ | 1,000,000 | ||
| Net movement during the period | – | |||
| Closing balance | $ | 1,000,000 |
| 9 | Notes payable - PLS |
| Opening balance | $ | 912,874 | ||
| Net movement in liabilities during the period | (39,254 | ) | ||
| 873,620 | ||||
| Less: current portion | (96,098 | ) | ||
| Closing balance | $ | 777,522 |
| 10 | Notes payable - EPIC |
| Opening balance | $ | 72,345 | ||
| Net movement in liabilities during the period | (6,511 | ) | ||
| Closing balance | $ | 65,834 |
| 89 |
| 11 | Notes payable - RS |
| Opening balance | $ | 2,571 | ||
| Net movement in liabilities during the period | 540 | |||
| Closing balance | $ | 3,111 |
| 12 | Notes payable - Tucker |
| Opening balance | $ | 1,014,580 | ||
| Net movement in liabilities during the period | (20,292 | ) | ||
| Closing balance | $ | 994,288 |
| 13 | Notes payable - JB |
| Opening balance | $ | 4,860 | ||
| Net movement in liabilities during the period | (923 | ) | ||
| Closing balance | $ | 3,937 |
| 14 | Wells Fargo Loan |
| Opening balance | $ | 9,710 | ||
| Net movement in liabilities during the period | 1,942 | |||
| Closing balance | $ | 11,652 |
| 15 | Contingencies and Commitments |
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
| 90 |
Sports Quest, Inc.
Consolidated Balance Sheet
As at December 31, 2012 (Unaudited)
| Notes | As at December 31, 2012 (Unaudited) | As at December 31, 2011 (Unaudited) | ||||||||
| ($) | ($) | |||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | 81,852 | 4,615 | |||||||
| Accounts receivable | 5 | – | – | |||||||
| Prepaid expenses | 6 | – | – | |||||||
| Total Current Assets | 81,852 | 4,615 | ||||||||
| Intangible assets - Allied / ECO | 7 | – | 675,000 | |||||||
| Investment in Zaboo Foods, Inc. | 8 | 1,000,000 | 1,000,000 | |||||||
| Total Assets | 1,081,852 | 1,679,615 | ||||||||
| STOCKHOLDERS' EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Current portion of long term debts: | ||||||||||
| Notes payable - PLS | 9 | 100,416 | 94,500 | |||||||
| Notes payable - EPIC | 10 | 72,345 | 79,500 | |||||||
| Notes payable - RS | 11 | 2,571 | 2,125 | |||||||
| Notes payable - Tucker | 12 | 1,014,580 | 1,428,986 | |||||||
| Notes payable - JB | 13 | 4,860 | 6,000 | |||||||
| Wells Fargo Loan | 14 | 9,710 | 8,092 | |||||||
| Total Current Liabilities | 1,204,482 | 1,619,203 | ||||||||
| Long-term debt - net of current portion | 9 | 812,458 | 995,500 | |||||||
| Total Liabilities | 2,016,940 | 2,614,703 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Preferred A Stock, $.0001 par value (1,200,000 Issued shares authorized) | 10 | 10 | ||||||||
| Preferred B Stock, $.0001 par value (1,000,000 Issued shares authorized) | 100 | 100 | ||||||||
| Common stock, $.0001 par value (4,000,000,000 Issued shares authorized) | 339,876 | 339,876 | ||||||||
| Accumulated deficit | (1,275,074 | ) | (1,275,074 | ) | ||||||
| Total Shareholders’ Equity | (935,088 | ) | (935,088 | ) | ||||||
| Total Liabilities and Equity | 1,081,852 | 1,679,615 | ||||||||
| 91 |
Sports Quest, Inc.
Consolidated Statement of Operations
For the years ended December 31, 2012 and 2011 (Unaudited)
| For the year ended December 31, 2012 | For the year ended December 31, 2011 | |||||||
| ($) | ($) | |||||||
| REVENUE | 153,665 | 81,058 | ||||||
| COST OF GOODS SOLD | (73,759 | ) | (26,491 | ) | ||||
| GROSS PROFIT | 79,906 | 54,567 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling, general and administrative expense | 35,343 | 47,758 | ||||||
| TOTAL OPERATING EXPENSES | 35,343 | 47,758 | ||||||
| OPERATING PROFIT / (LOSS) | 44,563 | 6,809 | ||||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Other income | – | – | ||||||
| Interest expense | (44,563 | ) | (304,416 | ) | ||||
| Impairment loss | – | (620,000 | ) | |||||
| PROFIT / (LOSS) BEFORE TAX | – | (917,607 | ) | |||||
| Taxes | – | – | ||||||
| NET PROFIT / (LOSS) | – | (917,607 | ) | |||||
| 92 |
Sports Quest, Inc.
Statement of Shareholders' Equity
For the year ended December 31, 2012 (Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Accumulated Profit / | |||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | Shares | Par | (Deficit) | Total | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||
| As at January 1, 2012 (Unaudited) | 10,000 | 10 | 100,000 | 100 | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,088 | ) | ||||||||||||||||||||||
| Preference shares issued during the year | – | – | ||||||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | ||||||||||||||||||||||||||||||
| As at December 31, 2012 (Unaudited) | 10,000 | 10 | 100,000 | 100 | 3,398,760,000 | 339,876 | (1,275,074 | ) | (935,088 | ) | ||||||||||||||||||||||
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Sports Quest, Inc.
Statement of Cash Flows
For the years ended December 31, 2012 and 2011 (Unaudited)
| 2012 | 2011 | |||||||
| ($) | ($) | |||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | – | (917,607 | ) | |||||
| Adjustment for non cash charges and other items | – | – | ||||||
| – | (917,607 | ) | ||||||
| Changes in operating assets | ||||||||
| Decrease / (increase) in account receivable | – | – | ||||||
| (Decrease) / increase in trade payables | – | 1,619,202 | ||||||
| Decrease / (increase) in prepaid expenses | – | – | ||||||
| – | 1,619,202 | |||||||
| Cash flow from operating activities | – | 701,595 | ||||||
| Cash flow from investing activities | ||||||||
| Additions / disposal in intellectual properties | 675,000 | – | ||||||
| Additions in property, plant and equipment | – | (1,675,000 | ) | |||||
| Additions in investments | – | – | ||||||
| Cash flow from / (used) in investing activities | 675,000 | (1,675,000 | ) | |||||
| Cash flow from financing activities | ||||||||
| Increase / (decrease) in long term debts | (597,763 | ) | 995,500 | |||||
| Issuance of share capital | – | – | ||||||
| Buy back of shares | – | (17,480 | ) | |||||
| Cash flow from financing activities | (597,763 | ) | 978,020 | |||||
| Increase/(decrease) in cash and cash equivalents | 77,237 | 4,615 | ||||||
| Cash and cash equivalents at beginning of the year | 4,615 | – | ||||||
| Cash and cash equivalents at end of the year | 81,852 | 4,615 | ||||||
| 94 |
Sports Quest, Inc.
Notes to the Financial Statements
For the year ended December 31, 2012 (Unaudited)
| 1 | LEGAL STATUS AND OPERATIONS |
SportsQuest, Inc. ("the Company") currently is a holding company focused on the acquisition of innovative products and services. The company has two operating entities Planet Eco Products and Zabo Foods, Inc.
The company acquired Planet Eco Products in 2010 which owns 45% of American Dream Communities, which owns two multi unit communities. The Company registered $1,500,000 in debt along with the transaction which bears high interest.
The company entered into a strategic relationship with Taking it Outside, LLC in 2011 which allowed for SPQS to acquire 28% of the company to include their Fielding line of products. Both parties have defaulted on the contract and are working on a hold harmless agreement to officially separate.
The company acquired Maize Pluss in 2011. The company signed a promissory note for $1,000,000 for the Maize Pluss and is currently in default of the note. Maize Pluss changed its name to Zabo Foods, Inc January 30, 2012. Zabo Foods, Inc is still an operating entity of the Company.
The company is evaluating a change to its business focus and evaluating both operating entities.
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
| 2.2 | Accounting Convention |
These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.
| 2.3 | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
The company is currently in negotiations with current debt holders to satisfy terms for delinquent debt and seeking financing to continue our current business model. As of the date of these financial statements the company has not been successful in finding financing. There is no assurance that the company will find financing to continue our projects.
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The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and expand its business and to satisfy current delinquent debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company anticipates raising additional working capital through the issuance of debt and equity securities. The company anticipates doing a reverse split of its common stock.
Management believes that actions presently being taken to obtain additional funding provide the Company the opportunity to operate as a going concern.
| 2.4 | Critical accounting estimates and judgements |
The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.
The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:
i) Provision for income tax (note - 3.1)
iii) Stock based compensation (note - 3.12)
| 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Income tax |
The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.
| 3.2 | Trade and other payables |
Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.
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| 3.3 | Provisions |
A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
| 3.4 | Accounts Receivable |
Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.
| 3.5 | Contingent liabilities |
A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.
| 3.6 | Financial liabilities |
Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.
| (a) | Financial liabilities at fair value through profit or loss |
Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.
| (b) | Financial liabilities measured at amortized cost |
These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.
| 3.7 | Cash and cash equivalents |
Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.
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| 3.8 | Revenue recognition |
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred.
| 3.9 | Functional and presentation currency |
Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.
| 3.10 | Foreign currency transactions |
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the statement of operations.
| 3.11 | Contingencies |
The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).
| 3.12 | Stock based compensation |
The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.
The Company recognizes expense over the service period for awards expected to vest.
In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.
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| 4 | Cash and cash equivalents |
This represents cash in hand and cash deposited in bank accounts (current) by the Company.
| Cash | $ | 81,852 |
| 5 | Accounts receivable |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 6. | Prepaid expenses |
| Opening balance | $ | – | ||
| Net movement during the period | – | |||
| Closing balance | $ | – |
| 7 | Intangible assets - Allies/ECO |
| Opening balance | $ | 675,000 | ||
| Net movement during the period | (675,000 | ) | ||
| Closing balance | $ | – |
| 8 | Investment in Zaboo Foods, Inc. |
| Opening balance | $ | 1,000,000 | ||
| Net movement during the period | – | |||
| Closing balance | $ | 1,000,000 |
| 9 | Notes payable - PLS |
| Opening balance | $ | 995,500 | ||
| Net movement in liabilities during the period | (82,626 | ) | ||
| 912,874 | ||||
| Less: current portion | (100,416 | ) | ||
| Closing balance | $ | 812,458 |
| 10 | Notes payable - EPIC |
| Opening balance | $ | 79,500 | ||
| Net movement in liabilities during the period | (7,155 | ) | ||
| Closing balance | $ | 72,345 |
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| 11 | Notes payable - RS |
| Opening balance | $ | 2,125 | ||
| Net movement in liabilities during the period | 446 | |||
| Closing balance | $ | 2,571 |
| 12 | Notes payable - Tucker |
| Opening balance | $ | 1,428,986 | ||
| Net movement in liabilities during the period | (414,406 | ) | ||
| Closing balance | $ | 1,014,580 |
| 13 | Notes payable - JB |
| Opening balance | $ | 6,000 | ||
| Net movement in liabilities during the period | (1,140 | ) | ||
| Closing balance | $ | 4,860 |
| 14 | Wells Fargo Loan |
| Opening balance | $ | 8,092 | ||
| Net movement in liabilities during the period | 1,618 | |||
| Closing balance | $ | 9,710 |
| 15 | Contingencies and Commitments |
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
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