SportsQuest Narrows Loss to $121K, Faces Going Concern Warning

TL;DR

**SPQS is a penny stock with no revenue, a tiny cash pile, and a going concern warning – avoid this speculative gamble.**

AI Summary

SportsQuest, Inc. (SPQS) reported a net loss of $121,640 for the fiscal year ended December 31, 2025, a significant improvement from the $227,443 net loss in 2024. The company generated no revenue in either 2025 or 2024, indicating its early-stage status and reliance on external funding. Operating expenses decreased to $90,140 in 2025 from $116,761 in 2024, primarily due to reduced consulting services expenses, which fell from $50,671 to $24,168. Despite the reduced loss, SPQS maintains a precarious financial position with only $259 in cash and a working capital deficit of $460,005 as of December 31, 2025. The company redomiciled from Delaware to Wyoming on January 9, 2025, and shifted its business focus in 2021 to franchise consulting and advertising through its www.iefranchise.com web portal. The auditor, Aloba, Awomolo & Partners, expressed substantial doubt about SPQS's ability to continue as a going concern due to recurring losses and limited cash resources.

Why It Matters

SportsQuest's continued lack of revenue and minimal cash balance of $259 raise serious red flags for investors, signaling a highly speculative investment. The 'going concern' warning from its auditor, Aloba, Awomolo & Partners, underscores the company's struggle for survival, making it a high-risk proposition compared to established players in the franchise consulting space. Employees face significant job insecurity given the company's reliance on convertible notes and equity issuances for funding, rather than sustainable operations. Customers of its iefranchise.com portal might question the long-term viability of a service provided by a company with such limited financial resources, potentially impacting trust and engagement in a competitive market.

Risk Assessment

Risk Level: high — The company reported a cash balance of only $259 and a working capital deficit of $460,005 as of December 31, 2025. Furthermore, the independent auditor, Aloba, Awomolo & Partners, explicitly stated 'substantial doubt about its ability to continue as a going concern' due to recurring losses and limited cash resources, indicating extreme financial instability.

Analyst Insight

Investors should exercise extreme caution and likely avoid SPQS given its zero revenue, minimal cash, and explicit 'going concern' warning. This company is highly speculative and requires significant capital infusion to survive, making it suitable only for investors with a very high-risk tolerance and a willingness to lose their entire investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

$319,204

net Income

-$121,640

eps

N/A

gross Margin

N/A

cash Position

$259

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $121,640 — Net Loss (for the year ended December 31, 2025, an improvement from $227,443 in 2024)
• $0 — Operating Revenue (for both 2025 and 2024, indicating no sales)
• $259 — Cash and Bank (as of December 31, 2025, down from $3,191 in 2024)
• $460,005 — Working Capital Deficit (as of December 31, 2025, worsening from $423,365 in 2024)
• 4,024,163,151 — Common Shares Outstanding (as of March 27, 2026, indicating significant dilution)
• $0.40 million — Aggregate Market Value (as of June 30, 2025, reflecting its micro-cap status)
• $319,204 — Convertible Notes Payable (as of December 31, 2025, a primary source of funding)
• 26.16% — Jeffrey Burns' Common Stock Ownership (making him a significant shareholder)
• $90,140 — Total Operating Expenses (for the year ended December 31, 2025, a decrease from $116,761 in 2024)
• $3,477,909 — Accumulated Deficit (as of December 31, 2025, highlighting historical losses)

Key Players & Entities

• SportsQuest, Inc. (company) — registrant
• SPQS (company) — ticker symbol
• Irina Veselinovic (person) — Principal Executive Officer and Principal Financial Officer
• Zoran Cvetojevic (person) — Chairman, Treasurer, Preferred Shareholder
• Aloba, Awomolo & Partners (company) — independent registered public accounting firm
• Business Alliance Inc. (company) — franchise information provider
• Jeffrey Burns (person) — Shareholder with 26.16% common stock ownership
• ENERGY 101 CONSULTING (company) — Shareholder with 8.7% common stock ownership
• JJM CONSULTING INC (company) — Shareholder with 8.7% common stock ownership
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has incurred recurring losses and possesses limited cash resources ($259 as of December 31, 2025). This raises substantial doubt about its ability to continue as a going concern, as noted by the auditor.
• Working Capital Deficit [high — financial]: SportsQuest reported a working capital deficit of $460,005 as of December 31, 2025, a worsening from $423,365 in the prior year. This indicates a significant shortfall in short-term assets to cover short-term liabilities.
• Dependence on External Funding [high — financial]: With no revenue generated in 2025 or 2024, the company is entirely reliant on external funding sources such as convertible notes and equity issuances to sustain operations.
• Limited Operational Scale [medium — operational]: The company operates a single segment focused on franchise consulting and advertising through www.iefranchise.com. Its minimal operations result in limited exposure to market risks but also highlight a narrow business scope.
• Lack of Insider Trading Policies [medium — regulatory]: The company has not established insider trading policies due to limited management and resources. This lack of governance increases the risk of non-compliance with insider trading laws and regulations.

Industry Context

SportsQuest operates in the franchise consulting and advertising sector, leveraging its web portal www.iefranchise.com. This niche involves connecting potential franchisees with franchisors and providing advertising services. The industry is characterized by a wide array of franchise opportunities across various sectors, requiring effective lead generation and marketing strategies to connect buyers and sellers.

Regulatory Implications

The company's lack of established insider trading policies, attributed to limited resources and management, presents a potential regulatory risk. Failure to implement and adhere to such policies could lead to scrutiny and penalties related to securities laws.

What Investors Should Do

1. Monitor cash burn and funding sources
2. Evaluate the viability of the franchise model
3. Assess management's ability to navigate going concern issues
4. Consider the impact of significant share dilution

Key Dates

• 1986-04-03: Company formed in Delaware — Establishes the initial legal foundation of the company.
• 2021-01-01: Shift in business focus — Company pivoted to franchise consulting and advertising, moving away from sports events and marketing.
• 2025-01-09: Redomiciled from Delaware to Wyoming — Changed its state of incorporation, potentially for regulatory or cost reasons.
• 2025-12-31: Fiscal year end — Reporting period for the financial results, showing a net loss of $121,640 and $259 cash.

Glossary

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about this, it must be disclosed. (The auditor expressed substantial doubt about SPQS's ability to continue as a going concern due to recurring losses and limited cash.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity issues. (SPQS has a significant working capital deficit of $460,005 as of December 31, 2025, highlighting its precarious financial position.)

Redomiciled

The process of changing a company's place of incorporation from one jurisdiction to another. (SPQS redomiciled from Delaware to Wyoming on January 9, 2025, a significant corporate structural change.)

Convertible Notes Payable

Debt instruments that can be converted into a predetermined amount of equity or debt of the issuing company. (These notes are a primary source of funding for SPQS, amounting to $319,204 as of December 31, 2025.)

Accumulated Deficit

The cumulative net losses of a company since its inception that have not been offset by net income. (SPQS has an accumulated deficit of $3,477,909 as of December 31, 2025, underscoring its history of unprofitability.)

CODM (Chief Operating Decision Maker)

The individual or group responsible for allocating resources to segments and assessing their performance. (The CEO of SPQS is the CODM and evaluates the company on a consolidated basis, leading to a single reportable segment.)

Year-Over-Year Comparison

For the fiscal year ended December 31, 2025, SportsQuest, Inc. reported a net loss of $121,640, an improvement from the $227,443 net loss in 2024. Operating expenses decreased to $90,140 from $116,761, primarily due to reduced consulting services. However, the company's cash position significantly declined from $3,191 to $259, and the working capital deficit widened from $423,365 to $460,005, exacerbating concerns about its ability to continue as a going concern.

Key Financial Figures

• $0.00001 — g) of the Act: Common Stock, Par Value $0.00001 (Title of each class) Indicate by c
• $402K — Aggregate market value $ 0.40 million ( $402K) as of June 30, 2025. The Common Stock
• $340,000 — Brook Limousine by us in the amount of $340,000. At the closing, Air Brook Limousine te
• $500,000 — ck to Lextra and the forgiveness of our $500,000 loan to Lextra. The assets of Lextra we
• $121,640 — 025, the Company reported: Net loss of $121,640 (2024: $227,443) Operating expenses c
• $227,443 — reported: Net loss of $121,640 (2024: $227,443) Operating expenses consisted primari
• $259 — urces As of December 31, 2025: Cash: $259 Working capital deficit: $460,005 T
• $460,005 — Cash: $259 Working capital deficit: $460,005 The Company has funded operations pri

Filing Documents

• sportsquest_i10k-123125.htm (10-K) — 430KB
• sportsquest_ex3101.htm (EX-31.1) — 8KB
• sportsquest_ex3102.htm (EX-31.2) — 8KB
• sportsquest_ex3200.htm (EX-32) — 3KB
• auditletter_image001.jpg (GRAPHIC) — 1KB
• auditletter_image002.jpg (GRAPHIC) — 1KB
• 0001683168-26-002363.txt ( ) — 2464KB
• spqs-20251231.xsd (EX-101.SCH) — 13KB
• spqs-20251231_cal.xml (EX-101.CAL) — 21KB
• spqs-20251231_def.xml (EX-101.DEF) — 48KB
• spqs-20251231_lab.xml (EX-101.LAB) — 191KB
• spqs-20251231_pre.xml (EX-101.PRE) — 143KB
• sportsquest_i10k-123125_htm.xml (XML) — 317KB

Business

Business 1 Item 1A

Risk Factors

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

Properties

Properties 2 Item 3

Legal Proceedings

Legal Proceedings 2 Item 4 Mine Safety Disclosures 2 Part II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 3 Item 6 Reserved 3 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 3 Item 7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 4 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 4 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 4 Item 9A

Controls and Procedures

Controls and Procedures 4 Item 9B Other Information 4 Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 4 Part III Item 10 Directors and Executive Officers and Corporate Governance 5 Item 11

Executive Compensation

Executive Compensation 5 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 5 Item 13 Certain Relationships and Related Transactions, and Director Independence 5 Item 14 Principal Accounting Fees and Services 5 Part IV Item 15 Exhibits, Financial Statement Schedules 6 Item 16 Form 10-K Summary 6

Signatures

Signatures 7 i PART I

Business

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 Allianc

Risk Factors

Item 1A. Risk Factors This information is not required of smaller reporting companies.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None. 1

Cybersecurity

Item 1C. Cybersecurity We believe cybersecurity is critical to our Company. We are not conducting material operations, so cybersecurity threats have not affected our business strategy or results of operations and the Board of Directors will assess the potential threat to future operations as such operations develop. The Board of Directors will oversee management's processes for identifying and mitigating risks, including cybersecurity risks, to facilitate mitigating our risks involved with cybersecurity. help align our risk exposure with our strategic objectives. The Board relies on its executive officers to identify cybersecurity risks and retains oversight of cybersecurity. In the event of an incident, we intend to take appropriate steps from incident detection to mitigation, recovery and notification of appropriate parties. Management is responsible for day-to-day monitoring of cybersecurity, including detection and response and to report risks and incidents to the Board of Directors. We rely on computer software provided by third parties to protect our computer systems against cybersecurity threats.

Properties

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.

Legal Proceedings

Item 3. Legal Proceedings The Company is not currently involved in any material legal proceedings.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable. 2 PART II

Market for Registrant's Common Equity, Related Stockholder

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.

Management's Discussion and Analysis of Financial

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 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 single 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 3

Quantitative and Qualitative Disclosures About Market Risk

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.

Financial Statements and Supplementary Data

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

Notes to Financial Statements

Notes to Financial Statements

Changes in and Disagreements With Accountants on Accounting

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.

Controls and Procedures

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

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.

Other Information

Item 9B. Other Information During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 4 PART III

Directors, Executive Officers and Corporate Governance

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 We do not maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations applicable to us. We have failed to do so due to limited number of members of management, limited resources, and the lack of equity awards granted to management.

Executive Compensation

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. The Board has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information ("MNPI") and do not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative , for the purpose of affecting the value of executive compensation.

Security Ownership of Certain Beneficial Owners and Management

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 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 ALAN TUCKER - Ft. Lauderdale, FL 33308 Shareholder GRAND ISLAND, NY 14072-3009 195,000,000 Common 8.7% JJM CONSULTING INC ALAN TUCKER - Ft. Lauderdale, FL 33308 Shareholder BUFFALO, NY 14218-2107 195,000,000 Common 8.7%

Certain Relationships and Related Transactions, and Director

Item 13. Certain Relationships and Related Transactions, and Director Independence The Company has relied on loans to fund operations.

Principal Accounting Fees and Services

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

Exhibits, Financial Statement Schedules

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). _______________________

Form 10-K Summary

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

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 Contents Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Year Ended December 31, 2025 and 2024 F-4 Consolidated Statement of Changes in Stockholders' Deficit for the Year Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Year Ended December 31, 2025 and 2024 F-6 Notes to the Consolidated Financial Statements F-7 - F-14 F-1 ALOBA, AWOMOLO & PARTNERS (Chartered Accountants) Floor 4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, Nigeria Tel: 08055439586, 08034725835 Email: audits@alobaawomolo.org; alobaawomolopartners@gmail.com; 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 c

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