SPQSD 10-K
SportsQuest, Inc. (SPQSD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
For the fiscal year ended
or
For the transition period from __________to __________
Commission File Number:
_____________________
(Exact name of registrant as specified in its charter)
_____________________
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (
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 | SPQS | OTC Markets |
Securities registered pursuant to Section 12(g) of the Act:
(Title of each class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
Aggregate market value ≈ $
The Common Stock shares outstanding as of March 27, 2026: .
TABLE OF CONTENTS
| i |
PART I
Item 1. Business
Corporate History
SportsQuest, Inc. (“the Company” or “SPQS”), was formed under the laws of the State of Delaware on April 3, 1986 under the name Bay Head Ventures, Inc. On July 29, 1988 the Company acquired 100% of the issued and outstanding shares of A.B. Park & Fly, Inc. On December 8, 1988, the Company changed its name to Air Brook Airport Express, Inc. On August 16, 2007, Lextra Management Group, Inc. acquired 51.16% of our issued and outstanding common stock and an outstanding account receivable due to Air Brook Limousine by us in the amount of $340,000. At the closing, Air Brook Limousine terminated the August 10, 1993 agreement referenced above. On August 16, 2007, we issued 6,800,000 shares of our common stock to Lextra in exchange for the forgiveness of the $340,000 receivable. On August 21, 2007, we acquired all of the assets of Lextra pursuant to an Asset Purchase Agreement dated August 21, 2007, in exchange for the issuance of 2,000,000 shares of common stock to Lextra and the forgiveness of our $500,000 loan to Lextra. The assets of Lextra were transferred to our wholly-owned subsidiary, SportsQuest Management Group, Inc. At that time the company changed its name to SportsQuest, Inc.
The Company developed, owned and managed high end sports events and their operating entities, as well as executing a growth strategy involving acquisition of diverse and effective sports marketing platforms. The Company also managed the US Pro Golf Tour.
In 2021, the Company changed its focus to the acquisition of innovative products and services and is currently focused on providing consulting services to potential franchise buyers and advertising franchise opportunities through our website.
On January 9, 2025, the Company redomiciled from Delaware to Wyoming.
Our Current Business
SportsQuest operates a web portal (www.iefranchise.com) that provides information on more than 350 franchise opportunities through our agreement with Business Alliance Inc. (BAI), as described below. Additionally, franchisors advertise with us to have their franchise opportunity listed on our site. Most groups working with BAI concentrate on 1 – 3 industry sectors. However, we can monetize on many sectors by offering paid lead generation per transaction to the franchisor or on a subscription basis.
Item 1A. Risk Factors
This information is not required of smaller reporting companies.
Item 1B. Unresolved Staff Comments
None.
| 1 |
We believe cybersecurity is critical to our Company.
Item 2. Properties
The Company operates from its principal office located at 500 Australian Avenue, Suite 600, West Palm Beach, Florida. The facility is leased and is considered adequate for current operations.
Item 3. Legal Proceedings
The Company is not currently involved in any material legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
| 2 |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is quoted on the OTC Pink market under the symbol “SPQS.” There is limited trading activity and no assurance of liquidity.
As of December 31, 2025, there were approximately 4,024,163,151 shares of common stock outstanding.
The Company has not paid any dividends and does not anticipate paying dividends in the foreseeable future.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
For the year ended December 31, 2025, the Company reported:
| · | Net loss of $121,640 (2024: $227,443) |
Operating expenses consisted primarily of administrative expenses, consulting services, and interest expense.
Liquidity and Capital Resources
As of December 31, 2025:
| · | Cash: $259 | |
| · | Working capital deficit: $460,005 |
The Company has funded operations primarily through convertible notes and equity issuances.
Going Concern
The Company has incurred recurring losses and has limited cash resources. These factors raise substantial doubt about its ability to continue as a going concern.
Segment Reporting
The company operates as a operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in allocating resources and assessing performance. The Company’s chief operating decision maker, its Chief Executive Officer, evaluates the Company’s performance and allocates resources on a consolidated basis. Accordingly, the Company has determined that it operates in a single operating and reportable segment, and therefore, all required financial segment information is presented in the financial statements.
| 3 |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company has limited exposure to market risk due to its minimal operations. However, it may be subject to interest rate risk related to outstanding debt.
Item 8. Financial Statements and Supplementary Data
The audited financial statements for the years ended December 31, 2025 and 2024 are included in this report, including:
| · | Balance Sheets | |
| · | Statements of Operations | |
| · | Statements of Stockholders’ Equity | |
| · | Statements of Cash Flows | |
| · | Notes to Financial Statements |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Management evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2025 and concluded that they were effective.
Due to the Company’s size, internal controls over financial reporting may not be as comprehensive as those of larger public companies.
Item 9B. Other Information
During the
quarter ended December 31, 2023,
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
| 4 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The Company’s executive officer is:
| · | Irina Veselinovic – Principal Executive Officer and Principal Financial Officer |
| · | Zoran Cvetojevic – Chairman, Treasurer |
Item 11. Executive Compensation
Due to the Company’s early-stage status, executive compensation has been minimal and primarily equity-based. No formal compensation programs are currently in place.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
| Name of Officer/Director or Control Person | Affiliation with Company (e.g. Officer Title /Director/Owner of more than 5%) | Residential Address (City / State Only) | Number of shares owned | Share type/class | Ownership Percentage of Class Outstanding | Note | ||||||||||||||
| Zoran Cvetojevic | Chairman, Preferred Shareholder, Treasurer | West Palm Beach, Florida | 1,200,000 | Preferred | 100% | Control | ||||||||||||||
| Zoran Cvetojevic | Chairman, Preferred Shareholder, Treasurer | West Palm Beach, Florida | 1,000,000 | Preferred | 100% | Control | ||||||||||||||
| JEFFREY BURNS | Shareholder | THOMASVILLE, GA 31792-5088 | 650,000,000 | Common | 26.16% | |||||||||||||||
ENERGY 101 CONSULTING
| Shareholder | GRAND ISLAND, NY 14072-3009 | 195,000,000 | Common | 8.7% | |||||||||||||||
JJM CONSULTING INC | Shareholder | BUFFALO, NY 14218-2107 | 195,000,000 | Common | 8.7% | |||||||||||||||
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Company has relied on loans to fund operations.
Item 14. Principal Accounting Fees and Services
The Company’s independent registered public accounting firm is Aloba, Awomolo & Partners.
Audit fees consist primarily of services related to the annual audit and financial statement preparation.
| 5 |
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements
Included in Item 8.
(b) Exhibits
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). |
_______________________
Item 16. Form 10-K Summary
SportsQuest, Inc. is an early-stage company focused on franchise consulting and lead generation services. The Company has not generated revenues and continues to incur losses.
The Company’s strategy is to expand its platform and generate revenue through consulting, advertising, and lead generation services. However, significant risks remain, including the need for additional capital and uncertainty regarding its ability to continue as a going concern.
| 6 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| March 30, 2026 | SportsQuest, Inc. | |
| By: | /s/ Irina Veselinovic | |
Irina Veselinovic | ||
| Title: Principal Executive Officer and Principal Financial Officer | ||
| 7 |
SPORTSQUEST, INC.
Audited Financial Statements
For the year ended December 31, 2025 & 2024.
Index to the Financial Statements
| F-1 |
ALOBA, AWOMOLO & PARTNERS
(Chartered Accountants)
Floor 4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, Nigeria Tel: 08055439586, 08034725835
Email: [email protected]; [email protected]; website: www.alobaawomolo.org
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of SportsQuest, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of SportsQuest, Inc. (the Company) as of December 31, 2025, and the related statements of income, stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the financial statements, the Company has incurred recurring losses, has a working capital deficiency, and has minimal cash resources, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company’s auditor since 2025.
March 27, 2026
| F-2 |
SPORTSQUEST, INC.
BALANCE SHEETS
AUDITED
As of (Audited) | As of (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Bank | $ | $ | ||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| Current Liabilities | ||||||||
| Convertible notes payable | $ | $ | ||||||
| Accrued Interest Payable | ||||||||
| Total current liabilities | ||||||||
| Total other liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Stockholders' Equity | ||||||||
| Preferred Stock Class A par value $ - authorized shares. issued and outstanding | ||||||||
| Preferred Stock Class B par value $ - authorized shares. issued and outstanding | ||||||||
| Common stock, par value $ - authorized shares. and shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| F-3 |
SPORTSQUEST, INC.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
AUDITED
Year
Ended (Audited) | Year Ended (Audited) | |||||||
| Operating revenue: | ||||||||
| Revenue | $ | $ | ||||||
| Total revenue | ||||||||
| Operating expenses: | ||||||||
| Bank Charges | ||||||||
| Administrative Expenses | ||||||||
| Consulting Services | ||||||||
| Interest Expense | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (expenses) | ||||||||
| Gain/(Loss) from settlement/debt extinguishment | ( | ) | ( | ) | ||||
| Total other income/(expense) | ( | ) | ( | ) | ||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net Loss Per Share | ||||||||
| Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Shares Outstanding | ||||||||
| Basic and Diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
SPORTSQUEST, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2025
| Common | Preferred | Preferred | Common | Preferred | Preferred | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||
| Description | Shares | Shares (A) | Shares (B) | Stock | Shares (A) | Shares (B) | Capital | Deficit | Total | |||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Balance – Balance Jan 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Common stock issued | – | – | ||||||||||||||||||||||||||||||||||
| Preferred Stock (A) | – | – | – | |||||||||||||||||||||||||||||||||
| Preferred Stock (B) | – | – | – | |||||||||||||||||||||||||||||||||
| Net (loss) | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Additional paid in capital | – | – | – | |||||||||||||||||||||||||||||||||
| Balance – December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance – Balance Jan 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Common stock issued | – | – | ||||||||||||||||||||||||||||||||||
| Preferred Stock (A) | – | – | ||||||||||||||||||||||||||||||||||
| Preferred Stock (B) | – | – | – | |||||||||||||||||||||||||||||||||
| Net (loss) | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Additional paid in capital | – | – | – | |||||||||||||||||||||||||||||||||
| Balance – December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
SPORTSQUEST, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,2025
AUDITED
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss common stockholders | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Preferred stock issued for services | ||||||||
| Changes in: | ||||||||
| Accrued Interest and Payables | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Convertible note payable | ||||||||
| Additional paid in capital | ||||||||
| Preferred Share Class A | ||||||||
| Common share | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
SPORTSQUEST, INC.
NOTES TO DECEMBER 31, 2025, AND 2024
CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Operations
Sportsquest Inc., a Delaware corporation, (the “Company”) was formed under the laws of the State of Delaware on April 3, 1986. Office address is located at 500 S Australian Ave, 600 West Palm Beach FI 33401 USA.
The Sportsquest business was created to develop, own and manage high end sports events and their operating entities, as well as executing a growth strategy involving acquisition of diverse and effective sports marketing platforms. SportsQuest was incorporated in April 3, 1986 in Delaware under the name Bay Head Ventures, Inc. The Company has been managing the US Pro Golf Tour and anticipates it will continue to manage USPGT for the foreseeable future. SportsQuest trades on the Pink Sheets under “SPQS.PK”. SportsQuest holds significant value in content media and is refocusing is business model.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principle of consolidation
The accompanying consolidated financial statements include only the accounts of the parent company as of December 31, 2025, and 2024.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting Year(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:
| (i) | Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. |
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
| F-7 |
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.
To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Cash Equivalents
For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Property and Equipment
Property and equipment are recorded at cost.
Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation
is calculated using the straight-line method over the estimated useful lives, which range from five (5) Year for computer equipment to
seven (7) Year for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed
from the accounts and any gain or loss is reflected in statements of operations. As of December 31, 2025, and 2024 the company has
| F-8 |
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.
The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the Year for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the Year for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding Year; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
| F-9 |
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned.
The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
The Company derives its revenues from sales contracts with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
A right of return exists for customers’ retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement date, the customer is entitled to a refund, except for services already provided.
Income Tax Provision
The Company accounts for income taxes under Section 740-10-31 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the Year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the Year in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the Year that includes the enactment date.
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim Year and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company Periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all Year. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
| F-10 |
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at December 31, 2025, and 2024.
Earnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the Year. Income available to common stockholders shall be computed by deducting both the dividends declared in the Year on preferred stock (whether or not paid) and the dividends accumulated for the Year on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the Year to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.
Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.
Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the Year (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from the exercise shall be assumed to be used to purchase common stock at the average market price during the Year. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.
There were potential debt or equity instruments issued and outstanding at any time during the year ended December 31, 2025 and 2024.
Cash Flows Reporting
The Company adopted paragraph 231-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 231-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the Year pursuant to paragraph 831-231-45-1 of the FASB Accounting Standards Codification.
| F-11 |
Income Taxes:
The Company accounts for income taxes under ASC 740, Income Taxes. For the year ended December 31, 2025, the Company incurred a net loss of $121,640 and, therefore, has no current or deferred income tax expense.
Income tax rate reconciliation:
| Schedule of reconciliation of the income tax benefit | ||||||
| Description | Amount ($) | Rate (%) | ||||
| Loss before income taxes | ( | ) | 100% | |||
| Federal statutory rate | ||||||
| State taxes, net of federal benefit | ||||||
| Permanent differences | ||||||
| Effective income tax expense |
The Company has net operating loss carry forwards for federal and state purposes that may be used to offset future taxable income. Deferred tax assets have been fully offset by a valuation allowance due to uncertainty of realization.
Income taxes paid by jurisdiction: $0 (no taxes paid during the year).
Schedule of Note Payables As of December 31, 2025
| 1. | On
January 18, 2022, SportsQuest, Inc signed a convertible loan agreement with Mina Mar Corporation a company located at 500 S Australian
Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 2. | On
January 19, 2022, SportsQuest, Inc signed a convertible loan agreement with Bayern Industries a company located at 15673 Southern Blvd,
Suite 107/104, Loxahatchee Groove, FL 33470 USA and obtained a loan of $ | |
| 3. | On
February 14, 2022, SportsQuest, Inc signed a convertible loan agreement with Worldways International Network a company located at 500
S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 4. | On
February 14, 2022, SportsQuest, Inc signed a convertible loan agreement with Saveene Corporation a company located at 500 S Australian
Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 5. | On
October 13, 2022, SportsQuest, Inc signed a convertible loan agreement with Zecevic M Custom Management on a company located at 15711
Grove Ln, Wellington, FL 33414, USA and obtained a loan of $ | |
| 6. | On
November 10, 2022, SportsQuest, Inc signed a convertible loan agreement with Mina Mar Corporation a company located at 500 S Australian
Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 7. | On
January 19, 2023, SportsQuest, Inc signed a convertible loan agreement with Worldways International Network a company located at 500
S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 8. | On
January 20, 2023, SportsQuest, Inc signed a convertible loan agreement with Zoran Cvetojevic a natural person located at Vladimira Rolovica
158, 11000 Belgrade, Serbia and obtained a loan of $ | |
| 9. | On April 4, 2023, SportsQuest, Inc signed a convertible loan agreement
with Zecevic M Custom Management on a company located at 15711 Grove Ln, Wellington, FL 33414, USA and obtained a loan of $ | |
| 10. | On June 30, 2023,
SportsQuest, Inc signed a convertible loan agreement with Emry Capital Group a company located
at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 11. | On July 13, 2023, SportsQuest, Inc signed a convertible loan agreement
with Bayern Industries a company located at 15673 Southern Blvd, Suite 107/104, Loxahatchee Groove, FL 33470 USA and obtained a loan of
$ | |
| 12. | On July 27, 2023, SportsQuest, Inc signed a convertible loan agreement
with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ |
| F-12 |
| 13. | On August 17, 2023, SportsQuest, Inc signed a convertible loan agreement
with Mina Mar Corporation a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 14. | On August 28, 2023, SportsQuest, Inc signed a convertible loan agreement
with Zecevic M Custom Management on a company located at 15711 Grove Ln, Wellington, FL 33414, USA and obtained a loan of $ | |
| 15. | On October 12, 2023, SportsQuest, Inc signed a convertible loan agreement
with Mina Mar Corporation a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 16. | On November 27, 2023, SportsQuest, Inc signed a convertible loan agreement
with Mina Mar Corporation a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 17. | On January 4th, 2024, SportsQuest, Inc signed a convertible loan agreement
with Zecevic M Custom Management, a company located at 15711 Grove Ln, Wellington, FL 33414, USA and obtained a loan of $ | |
| 18. | On January 25th, 2024, SportsQuest, Inc signed a convertible loan
agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 19. | On February 16th, 2024, SportsQuest, Inc signed a convertible loan
agreement with Zecevic M Custom Management a company located at 15711 Grove Ln, Wellington, FL 33414, USA and obtained a loan of $ | |
| 20. | On February 27th, 2024, SportsQuest, Inc signed a convertible loan
agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 21. | On March 13th, 2024, SportsQuest, Inc signed a convertible loan agreement
with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 22. | On March 28th, 2024, SportsQuest, Inc signed a convertible loan agreement
with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 23. | On April 15th, 2024, SportsQuest, Inc signed a convertible loan agreement
with Saveen Com Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 24. | On May 28th, 2024, SportsQuest, Inc signed a convertible loan agreement
with Zecevic M Custom Management a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 25. | On June 13th, 2024, SportsQuest, Inc signed a convertible loan agreement
with Zecevic M Custom Management a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 26. | On October 28th, 2024, SportsQuest, Inc signed a convertible loan
agreement with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 27. | On December 11, 2024, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 28. | On December 24, 2024, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 29. | On January 2, 2025, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 30. | On January 7, 2025, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 31. | On January 13, 2025, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 32. | On January 28, 2025, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 33. | On February 12, 2025, SportsQuest, Inc signed a convertible loan agreement
with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 34. | On March 27, 2025, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ |
| F-13 |
| 35. | On April 14, 2025, SportsQuest, Inc signed a convertible loan agreement
with Saveene company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 36. | On April 30, 2025, SportsQuest, Inc signed a convertible loan agreement
with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 37. | On May 27, 2025, SportsQuest, Inc signed a convertible loan agreement
with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 38. | On June 11, 2025, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 39. | On June 26, 2025, SportsQuest, Inc signed a convertible loan agreement
with Bayern Industry LLC a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 40. | On July 28, 2025, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 41. | On August 15, 2025, SportsQuest, Inc signed a convertible loan agreement
with Emry Capital Group a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 42. | On August 26, 2025, SportsQuest, Inc signed a convertible loan agreement
with Bayern Industry LLC a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 43. | On October 14, 2025, SportsQuest, Inc signed a convertible loan agreement
with Saveene company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 44. | On November 3, 2025, SportsQuest, Inc signed a convertible loan agreement
with Fransys Consulting Inc a company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 45. | On November 21, 2025, SportsQuest, Inc signed a convertible loan agreement
with Saveene company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ | |
| 46. | On November 26, 2025, SportsQuest, Inc signed a convertible loan agreement
with Saveene company located at 500 S Australian Ave., West Palm Beach FL 33401 USA and obtained a loan of $ |
Subsequent Events
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025, up through the date the Company issued the audited consolidated financial statements and determined that there are no events to disclose.
| F-14 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
| I, Irina Veselinovic certify that: | ||
| 1. | I have reviewed this annual report on Form 10-K of Sportsquest, Inc.; | |
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors: | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
Date: March 30, 2026
| /s/ Irina Veselinovic | |
| Principal Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
| I, Irina Veselinovic certifiy that: | ||
| 1. | I have reviewed this annual report on Form 10-K of Sportsquest, Inc.; | |
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors: | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
Date: March 30, 2026
| /s/ Irina Veselinovic | |
| Principal Financial Officer |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Annual Report of Sportsquest, Inc. (the “registrant”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Irina Veselinovic, Principal Executive Officer and Principal Financial Officer of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Date: March 30, 2026
| /s/ Irina Veselinovic | |
| Principal Executive Officer and Principal Financial Officer |