PSPX Swings to $36.7K Loss Amid Revenue Dip, Leadership Change

TL;DR

**PSPX is a micro-cap with minimal revenue, a new controlling shareholder, and a substantial net loss; avoid until a clear, profitable business model emerges.**

AI Summary

Pacific Sports Exchange Inc. (PSPX) reported a significant net loss of $36,745 for the fiscal year ended August 31, 2025, a substantial decline from the net income of $9,928 in the prior year, representing a $46,673 decrease. This shift was primarily driven by a $40,957 decrease in 'other income,' which in 2024 included a one-time debt forgiveness. Revenue also saw a modest decline, falling by $800 from $5,400 in 2024 to $4,600 in 2025, solely from golf cart sales. Operating expenses increased by $6,286 to $38,445 in 2025, largely due to professional fees of $38,075. The company's liquidity remains challenged with only $1,476 in cash and a working capital deficit of $42,077 as of August 31, 2025. A significant change in control occurred on September 23, 2024, with Alpine Elite Holdings Ltd. acquiring approximately 70% of common stock, leading to a new CEO, Huang Hua Shang. PSPX continues to operate as an online-only sports equipment vendor, primarily via eBay, with plans to develop its own website.

Why It Matters

This 10-K reveals a company in a precarious financial state, swinging from a small profit to a significant loss, which is a red flag for investors. The reliance on a one-time 'other income' for prior year profitability highlights a lack of sustainable operational earnings. The recent change in control to Alpine Elite Holdings Ltd. and the appointment of Huang Hua Shang as CEO could signal a strategic pivot, but the current financials show no immediate positive impact. For employees (currently none, as per the filing), the lack of operational growth and reliance on unpaid officer time suggests limited future opportunities, while customers might see continued reliance on third-party platforms like eBay, potentially limiting direct engagement and brand building against larger competitors like Dick's Sporting Goods and Amazon.

Risk Assessment

Risk Level: high — The company reported a net loss of $36,745 for the fiscal year ended August 31, 2025, and has a working capital deficit of $42,077, indicating severe liquidity issues. Revenue is extremely low at $4,600, and the business relies on unpaid officer time, suggesting an unsustainable operational model without significant capital infusion or revenue growth.

Analyst Insight

Investors should exercise extreme caution and avoid PSPX given its significant net loss, minimal revenue of $4,600, and substantial working capital deficit of $42,077. The company's going concern risk is high, and without a clear path to profitability or substantial external financing, the stock presents a high-risk, speculative investment.

Financial Highlights

debt To Equity

N/A

revenue

$4,600

operating Margin

N/A

total Assets

$10,245

total Debt

$52,322

net Income

$-36,745

eps

N/A

gross Margin

36.96%

cash Position

$1,476

revenue Growth

-14.8%

Revenue Breakdown

Key Numbers

• $36,745 — Net Loss (for fiscal year ended August 31, 2025, a significant decline from prior year's net income)
• $9,928 — Net Income (for fiscal year ended August 31, 2024, largely due to debt forgiveness)
• $4,600 — Revenue (for fiscal year ended August 31, 2025, a decrease of $800 from 2024)
• $5,400 — Revenue (for fiscal year ended August 31, 2024)
• $40,957 — Other Income (from forgiveness of debt in 2024, which did not recur in 2025)
• $38,445 — Operating Expenses (for fiscal year ended August 31, 2025, an increase of $6,286 from 2024)
• $1,476 — Cash (as of August 31, 2025, indicating low liquidity)
• $42,077 — Working Capital Deficit (as of August 31, 2025, highlighting financial distress)
• 70% — Ownership Stake (acquired by Alpine Elite Holdings Ltd. on September 23, 2024)
• 14,375,000 — Common Shares Outstanding (as of December 8, 2025)

Key Players & Entities

• Pacific Sports Exchange Inc. (company) — registrant
• Alpine Elite Holdings Ltd. (company) — new majority shareholder
• Huang Hua Shang (person) — Chief Executive Officer, Chief Financial Officer, Secretary, and sole Director
• Timothy Conte (person) — previous officer and director
• Jennifer Whitesides (person) — previous officer and director
• eBay (company) — primary marketing channel
• SEC (regulator) — Securities and Exchange Commission
• Dick's Sporting Goods (company) — competitor
• Amazon (company) — competitor
• Delaware (regulator) — state of incorporation

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company's ability to continue as a going concern is uncertain due to a significant working capital deficit of $42,077 and only $1,476 in cash as of August 31, 2025. Failure to achieve adequate revenues or secure additional financing could force the company to curtail or cease operations.
• Dependence on External Financing [high — financial]: PSPX faces substantial liquidity challenges, requiring additional financing through private placements, public offerings, or bank loans to meet working capital needs. There is no assurance that such financing will be available on acceptable terms.
• Limited Revenue Stream [medium — operational]: Revenue is solely derived from golf cart sales, which decreased by $800 to $4,600 in fiscal year 2025. This narrow revenue base presents a significant risk if demand for golf carts falters.
• High Operating Expenses [medium — operational]: Operating expenses increased by $6,286 to $38,445 in fiscal year 2025, largely driven by professional fees of $38,075. This high proportion of professional fees relative to revenue is unsustainable.
• Online-Only Sales Model [low — market]: The company currently operates exclusively as an online vendor via eBay, with plans to develop its own website. This model relies heavily on online marketplaces and digital marketing, which can be competitive and subject to platform changes.
• Cybersecurity Risks [low — regulatory]: As an online vendor, PSPX is exposed to cybersecurity risks, including data breaches and system disruptions. While not detailed in the provided text, this is a standard risk for e-commerce businesses.

Industry Context

Pacific Sports Exchange Inc. operates in the sports equipment resale market, focusing on tennis and golf. The company currently leverages online marketplaces like eBay, with plans to establish its own e-commerce website. This sector is characterized by competition from both established retailers and other online resellers, with trends favoring convenience and value for consumers.

Regulatory Implications

As a publicly traded company, PSPX is subject to SEC regulations and reporting requirements. The change of control event necessitates adherence to disclosure rules. Furthermore, as an online retailer, the company must comply with e-commerce regulations, data privacy laws, and cybersecurity standards.

What Investors Should Do

1. Monitor liquidity and financing efforts closely.
2. Assess the sustainability of the business model.
3. Evaluate the impact of new management and ownership.
4. Scrutinize future revenue growth and cost management.

Key Dates

• 2024-08-31: Fiscal Year End 2024 — Reported net income of $9,928, largely due to a one-time $40,957 debt forgiveness.
• 2024-09-06: CEO and Director Change — Huang Hua Shang appointed CEO, CFO, Secretary, and sole Director following the resignation of previous officers.
• 2024-09-23: Change of Control — Alpine Elite Holdings Ltd. acquired approximately 70% of common stock, gaining unilateral control of the company.
• 2025-08-31: Fiscal Year End 2025 — Reported a net loss of $36,745, a significant decline from the prior year, driven by the absence of debt forgiveness and increased operating expenses.

Glossary

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future without the threat of liquidation. (PSPX's financial condition raises substantial doubt about its ability to continue as a going concern, requiring disclosure.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity problems. (PSPX has a significant working capital deficit of $42,077, highlighting its strained financial position.)

Debt Forgiveness

The cancellation of a debt by a creditor, which can result in income for the debtor. (A $40,957 debt forgiveness in 2024 significantly boosted PSPX's net income for that year; its absence in 2025 contributed to the net loss.)

Change of Control

A transaction or event that results in a change in the majority ownership or control of a company. (A 70% acquisition by Alpine Elite Holdings Ltd. on September 23, 2024, represents a significant change in control for PSPX.)

Operating Expenses

Costs incurred by a business in its normal course of operations, excluding cost of goods sold. (PSPX's operating expenses increased by $6,286 to $38,445 in 2025, primarily due to professional fees.)

Gross Profit

Revenue minus the cost of goods sold. (PSPX's gross profit was $1,700 in 2025, an increase from $1,130 in 2024, despite lower revenue.)

Year-Over-Year Comparison

Pacific Sports Exchange Inc. experienced a dramatic financial downturn in fiscal year 2025 compared to 2024. Revenue decreased by 14.8% from $5,400 to $4,600, primarily due to a decline in golf cart sales. The most significant factor was the absence of a $40,957 debt forgiveness, which had artificially boosted the prior year's net income to $9,928. This led to a substantial net loss of $36,745 in 2025. Operating expenses also rose by 19.5% to $38,445, largely driven by professional fees, exacerbating the net loss. Liquidity remains critically low, with cash at $1,476 and a working capital deficit of $42,077.

Key Financial Figures

• $20,000 — ed 1,000,000 shares of Common Stock for $20,000 to 7 individuals pursuant to our S-1 Re
• $5,500 — o 10 individuals, for total proceeds of $5,500. Changes in Control Effective Septem
• $8 — ntal U.S.A. for an average flat rate of $8 per item. In addition to utilizing thir
• $4,600 — August 31, 2025, and 2024, we generated $4,600 and $5,400 revenues, respectively. The
• $5,400 — 2025, and 2024, we generated $4,600 and $5,400 revenues, respectively. The revenues ar
• $36,745 — ales of golf carts. We had net loss of $36,745 for the year ended August 31, 2025, and
• $9,928 — nded August 31, 2025, and net income of $9,928 for the year ended August 31, 2024. The
• $46,673 — t 31, 2024. The decrease in net loss of $46,673 was primarily due to a decrease in othe
• $40,957 — ly due to a decrease in other income of $40,957. Cost of goods sold for the years ende
• $2,900 — rs ended August 31, 2025, and 2024, was $2,900 and $4,270, respectively. Operating exp
• $4,270 — gust 31, 2025, and 2024, was $2,900 and $4,270, respectively. Operating expenses for t
• $38,445 — s ended August 31, 2025, and 2024, were $38,445 and $32,159, respectively. Operating e
• $32,159 — st 31, 2025, and 2024, were $38,445 and $32,159, respectively. Operating expenses duri
• $370 — general and administration expenses of $370 and $2,540 and professional fees of $38
• $2,540 — and administration expenses of $370 and $2,540 and professional fees of $38,075 and $2

Filing Documents

• pse_10k.htm (10-K) — 488KB
• pse_ex311.htm (EX-31.1) — 10KB
• pse_ex321.htm (EX-32.1) — 4KB
• 0001640334-25-002346.txt ( ) — 2002KB
• pse-20250831.xsd (EX-101.SCH) — 21KB
• pse-20250831_lab.xml (EX-101.LAB) — 128KB
• pse-20250831_cal.xml (EX-101.CAL) — 23KB
• pse-20250831_pre.xml (EX-101.PRE) — 98KB
• pse-20250831_def.xml (EX-101.DEF) — 30KB
• pse_10k_htm.xml (XML) — 144KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 6 Item 1C. Cybersecurity 6 Item 2.

Properties

Properties 6 Item 3.

Legal Proceedings

Legal Proceedings 6 Item 4. Mine Safety Disclosures 6 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7 Item 6. [ Reserved] 7 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 11 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 11 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11 Item 9A.

Controls and Procedures

Controls and Procedures 11 Item 9B. Other Information 13 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 13 Part III Item 10. Directors, Executive Officers and Corporate Governance 14 Item 11.

Executive Compensation

Executive Compensation 16 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 17 Item 13. Certain Relationships and Related Transactions, and Director Independence 18 Item 14. Principal Accountant Fees and Services 18 Part IV Item 15. Exhibits and Financial Statement Schedules 19 Item 16. From 10-K Summary

Signatures

Signatures 20 2 Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K and the exhibits attached hereto contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statement that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as "believes", "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates", or "intends", or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: This list is not exhaustive of the factors that may affect the Company's forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled "Risk Factors and Uncertainties", "Description of Business" and "Management's Discussion and Analysis" of this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results

Business

Item 1. Business. Overview We were incorporated in Delaware on July 2, 2018, to engage in the business of reselling new and used tennis and golf equipment. We have since added used golf carts to our resale inventory and have begun engaging in consignment sales of tennis rackets. The concept is to source top-quality, in-demand equipment, and resell it to both domestic and international customers. Our Company has identified popular brands and models that retain value, in new and used condition, across the various markets in which we plan to sell. We operate as a sports equipment vendor, specializing in tennis and golf. The Company sources high value new and used equipment and sells it online. The target market is an avid domestic or international customer that is serious about his/her golf or tennis game and will return to the Company for future purchases. To date, the Company's activities have included building out its business operations and marketing, acquiring inventory, generating revenue via www.ebay.com, as well as developing supplier and business contacts and services. On January 15, 2019, we issued 3,100,000 shares of Common Stock to 14 individuals pursuant to the provisions of Section 4(a)(2) of the Securities Act of 1933 (the "Act") and Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission ("SEC"). On June 19, 2020, we issued 1,000,000 shares of Common Stock for $20,000 to 7 individuals pursuant to our S-1 Registration Statement declared effective on September 30, 2019. On September 6, 2020, pursuant to our S-1 Registration Statement declared effective on September 30, 2019, the Company issued 275,000 shares of Common Stock to 10 individuals, for total proceeds of $5,500. Changes in Control Effective September 23, 2024, Timothy Conte and Jennifer Whitesides, the previous officers and directors and majority shareholders of the "Company, entered into a stock purchase agreements for the sale of an aggregate of 10,000,00

Risk Factors

Item 1A. Risk Factors. Smaller reporting companies are not required to provide the information required by this item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity Risk management and strategy . None. Governance . The Company has cloud-based security, and their computers and servers are fire walled. In addition, the Company does not allow virtual log-in on their computers.

Properties

Item 2. Properties. Our principal executive office is located at 3055 NW Yeon Ave, #236, Portland, OR 97210. This property is provided to our Company by our President/CEO, free of charge.

Legal Proceedings

Item 3. Legal Proceedings. From time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. 6 Table of Contents PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our Common Stock is quoted via OTC Markets, Inc. "Pink Limited Information." Securities Transfer Corporation at 2901 N Dallas Parkway, Suite 380, Plano, Texas 75093, is the registrar and transfer agent for our Common shares. As of the date of this report there were 9 holders of record of our Common Stock. Dividend Policy We have never declared or paid dividends on our capital stock. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. We do not anticipate paying any dividends on our capital stock in the foreseeable future. Investors should not purchase our securities with the expectation of receiving cash dividends. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors (the "Board"), subject to limitations imposed by Delaware law regarding the ability of corporations to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board of Directors may deem relevant. Equity Compensation Plan Information We do not have any equity compensation plans. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None Purchase of Equity Securities by the Issuer and Affiliated Purchasers We did not purchase any of our shares of Common Stock or other securities during the fourth quarter of our fiscal year ended August 31, 2025.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations The following summary of our results of operations should be read in conjunction with our financial statements for the years ended August 31, 2025, and 2024, which are included herein. Our operating results for the years ended August 31, 2025, and 2024, and the changes between those periods for the respective items are summarized as follows: Years Ended August 31, 2025 2024 Change Revenue $ 4,600 $ 5,400 $ (800 ) Cost of goods sold 2,900 4,270 (1,370 ) Gross profit 1,700 1,130 570 Operating expenses 38,445 32,159 6,286 Net loss from operating (36,745 ) (31,029 ) (5,716 ) Other income - 40,957 (40,957 ) Net (loss) income $ (36,745 ) $ 9,928 $ (46,673 ) 7 Table of Contents During the years ended August 31, 2025, and 2024, we generated $4,600 and $5,400 revenues, respectively. The revenues are related to sales of golf carts. We had net loss of $36,745 for the year ended August 31, 2025, and net income of $9,928 for the year ended August 31, 2024. The decrease in net loss of $46,673 was primarily due to a decrease in other income of $40,957. Cost of goods sold for the years ended August 31, 2025, and 2024, was $2,900 and $4,270, respectively. Operating expenses for the years ended August 31, 2025, and 2024, were $38,445 and $32,159, respectively. Operating expenses during the years ended August 31, 2025, and 2024, were primarily attributed to general and administration expenses of $370 and $2,540 and professional fees of $38,075 and $29,619, respectively. Other income for the year ended August 31, 2024, consisted of forgiveness of debt from third party creditors of $40,957. Liquidity and Capital As of August 31, 2025, we had $1,476 in cash, $10,245 in total assets, $52,322 in liabilities and $42,077 in working capital deficit. Our financial statements have been prepared on a going

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