**UNITED
      STATES**


**SECURITIES
      EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




**x**  **ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.**


For
      the
      fiscal year ended October 31, 2007





**o**  **TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.**


For
      the
      transition period from  to





**Commission
      file number: 033-09218**




**SPORTSQUEST,
      INC.**


(Name
      of
      Small Business Issuer in its Charter)




**Delaware**
            **22-2742564**(State
                or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
                Employer Identification No.)





**1809
                  East Broadway, #125, Oviedo, Florida**
              **32765**(Address
                  of Principal Executive Offices)
              (Zip
                  Code)Issuer’s
                  telephone number, including area code:**(757)
                  -572-9241**


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




Title
                of each class
            
            Name
                of each exchange
              on
                which registeredN/A
            
            N/A





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


Common
      stock, $0.0001 par value


Check
      whether the Issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act **o**




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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. **Yes
      x No o**





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB **x**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





State
      issuer’s revenues for its most recent fiscal year: **$28,183**





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant as of August 8, 2008 was approximately **$216,503** **.**





**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**


State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. Number
      of
      outstanding shares of the Registrant’s $0.0001 par value common stock, as of
      August 8, 2008: 12,387,594.


DOCUMENTS
      INCORPORATED BY REFERENCE


None.











TABLE
      OF
      CONTENTS




PART
                IItem
                1. Description of Business
            3Item
                2. Description of Properties
            11Item
                3. Legal Proceedings
            11Item
                4. Submission of Matters to a Vote of Security Holders
            12PART
                IIItem
                5. Market for Common Equity and Related Stockholder
                Matters
            12Item
                6. Management’s Discussion and Analysis or Plan of
                Operation
            13Item
                7. Financial Statements
            F-1 - F-18Item
                8. Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            24Item
                8A. Management’s Annual Report On Internal Control Over Financial
                Reporting
            25Item
                8B. Other Information
            25PART
                IIIItem
                9. Directors, Executive Officers, Promoters, and Control Persons;
                Compliance with Section 16(a) of the Exchange Act
            25Item
                10. Executive Compensation
            27Item
                11. Security Ownership of Certain Beneficial Owners and Management
                and
                Related Stockholder Matters
            29Item
                12. Certain Relationships and Related Transactions
            30Item
                13. Exhibits
            31Item
                14. Principal Accountant Fees and Services
            32Signatures
            33




2




**PART
      I**




Certain
      statements contained in this Form 10-KSB constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended
      (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the
“Exchange Act”). These statements, identified by words such as “plan”,
“anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions
      include our expectations and objectives regarding our future financial position,
      operating results and business strategy. These statements reflect the current
      views of management with respect to future events and are subject to risks,
      uncertainties and other factors that may cause our actual results, performance
      or achievements, or industry results, to be materially different from those
      described in the forward-looking statements. Such risks and uncertainties
      include those set forth under the captions “Description of Business”,
“Management’s Discussion and Analysis or Plan of Operation” and elsewhere in
      this Form 10-KSB. We do not intend to update the forward-looking information
      to
      reflect actual results or changes in the factors affecting such forward -
      looking information.





**ITEM
      1. DESCRIPTION OF BUSINESS**





SportsQuest,
      Inc. (hereinafter referred to as “we”, “us”, “our”, “SFT” and “the Company”)
      business is to create, 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. We were incorporated 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.





Before
      March 2007, our primary business activity was the realization of commissions
      from the operation by Air Brook Limousine, Inc., one of our stockholders, of
      two
      airport ground transportation terminals in New Jersey. In March 2007, Air Brook
      Limousine notified us of its intent to cancel certain agreements relating to
      the
      payment of such commissions, and as a result of such cancellation, we lost
      our
      source of revenue. However, Air Brook Limousine had agreed, pursuant to an
      agreement, dated August 10, 1993, to fund our operations for as long as it
      deemed necessary and was financially able to do so.




On
      August
      16, 2007, Lextra Management Group, Inc. acquired 51.16% of our issued and
      outstanding common stock and an outstanding accounts 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.





As
      of
      October 31, 2007, we had an accumulated deficit of $1,075,788. For the year
      ended October 31, 2007, we incurred a net loss of $716,946 as compared to a
      net
      gain of $47,349 for the year ended October 31, 2006. These conditions raise
      substantial doubt about our ability to continue as a going concern and our
      public accounting firm has qualified its opinion as to our financial statements
      for this reason. We are likely to continue to incur such losses in the
      foreseeable future and to require additional funding in order to sustain our
      operations.




Our
      executive offices are located at 1809 East Broadway #125 Oviedo, Florida 32765.
      Our telephone number is (757) 572-9241. We have one full time employee, and
      one
      contractor.





On
      January 31, 2008, the Board of Directors approved a change in the Company’s
      fiscal year end from October 31 to December 31. However, the Board of Directors
      as of the date of this report, has elected to rescind the approval of the year
      end change and reconsider this approval at a later date.





**Our
      Companies**





**SportsQuest
      Management Group, Inc. - Hospitality and Event Management**





On
      August
      21, 2007, we acquired all of the assets of Lextra Management Group, Inc., a
      company which offers the most discriminating of client executive services
      including event hospitality with a specialization in hi-profile sporting events,
      event management, and specialty insurance. We transferred these assets to our
      wholly-owned subsidiary, SportsQuest Management Group, Inc., on August 29,
      2007.





3




Through
      our acquisition of Lextra’s assets, we have a vast network in place that offers
      the amenities at the lowest possible cost. From corporate conventions to charity
      fundraisers, to major US sporting events such as the Super Bowl, US Open, PGA
      Championship, Kentucky Derby, and the Masters, we arrange for our clients’
presence, hospitality packages and tickets, and we can also become our clients’
presence in areas in which they wish to do business.




We
      will
      be enhancing all significant corporate sponsorships of events with packages
      to
      all major US sporting events.





Through
      our acquisition of Lextra, we also acquired Lextra Tickets.com, an independent
      online ticket broker that specializes in obtaining premium sold out tickets
      to
      events nationwide. Lextra Tickets brokers tickets. The ticket price is dependent
      on the current market price and value, which is usually above the face value
      of
      the ticket. Lextra Tickets handles all sporting events, Las Vegas shows,
      Broadway shows and concerts.





In
      February of 2008, the Company sold the POS ticket business to Ron Foster, its
      President, in return for the cancellation of 500,000 shares of the Company’s
      stock.




**Zaring-Cioffi
      Entertainment**





On
      August
      20, 2007, we entered into an Agreement for the Exchange of Stock with
      Zaring-Cioffi Entertainment, LLC, a full-service production company of
      talent-based special events, and its members, ZCE, Inc. and Q-C Entertainment,
      LLC. The closing is subject to the conversion of Zaring-Cioffi Entertainment,
      LLC to a California corporation and completion of our due diligence The
      transaction closed on September 27, 2008.




Founded
      in 1993, Zaring-Cioffi Entertainment, LLC specializes in creating some of the
      most exciting and media-friendly properties in the country by connecting
      Hollywood star power to corporate America. It is Hollywood's premier producer
      of
      talent-based special events, delivering once-in-a-lifetime experiences for
      the
      public, sponsors, and their guests.





Zaring-Cioffi
      Entertainment specializes in three related areas: a core business of televised
      and non-televised sports and special event production; supplying entertainers
      and celebrities for product endorsements, personal appearances, corporate
      meetings and events; and coordinating unique education seminars about the
      entertainment business.





The
      Company is considering rescinding this transaction.





**Target
      Acquisitions**





We
      have
      also targeted several other sports entities for acquisition and believe that
      we
      will be successful in an acquisition strategy to grow our sports marketing
      platforms.




**Title
      Sponsorship**





We
      have
      executed an agreement with NewsUSA to provide a presenting title media
      sponsorship in the form of $10 million of print and radio media for promotion
      of
      us and our subsidiaries.





**Our
      Products**




After
      August 16, 2007, we began creating, developing, owning and managing high end
      sports events and their operating entities, as well as executing a growth
      strategy involving acquisitions of diverse and effective sports marketing
      platforms. Sports and sports marketing platforms are becoming an integral
      element of today’s top business strategies. In addition, we deliver substantial
      value to our sponsorship partners by utilizing our major sporting event
      hospitality and ticket packages provided by our wholly-owned subsidiary,
      SportsQuest Management Group, Inc., as a value added deliverable to our
      partners. These hospitality and ticket packages include the Super Bowl, The
      Masters, the Kentucky Derby, the US Open, and the PGA Championship.




**U.S.
      Pro Golf Tour, Inc.**





On
      November 21, 2007, U.S. Pro Golf Tour, Inc. (“USPGT”), a wholly-owned subsidiary
      of Greens Worldwide Incorporated (“GRWW”), announced that SportsQuest, Inc. (the
“Company”) executed a three-year presenting title sponsorship agreement (the
“Agreement”). Under the Agreement, the Company has agreed to issue $500,000 of
      its restricted common stock to GRWW on December 15, 2007 and to underwrite
      all
      purses and expenses for “official” USPGT events through 2010, subject to certain
      performance conditions and registration rights. However, US Pro Golf Tour
      announced a delay in launching its Championships and the Company has withdrawn
      its sponsorship until such time as management has more definitive confirmation
      related to the launch of the US Pro Golf Tour Championships in 2009. However,
      we
      are continuing to manage the development of the USPGT.





4




**Marketing**





The
      Company markets its media and sponsorship opportunities through direct
      marketing, sales, and internet.





**Intellectual
      property**





The
      Company owns the processes by which it develops and produces sports
      events.





**Business
      Strategy**





We
      intend
      to incur significant additional costs before we become profitable. We anticipate
      that most of the costs that we incur will be related to salaries, professional
      fees and sales commissions. We anticipate that we will add 10 employees over
      the
      next 12 months?





At
      the
      present time, our monthly burn rate is approximately $30,000 per month. We
      expect that our monthly cash usage for operations will increase in the future
      due to the hiring of employees and contractors, and the increased activity
      leading up to the conduct of the events.. We anticipate that the area in which
      we will experience the greatest increase in operating expenses is in marketing,
      advertising, payroll related to sales and product support, technology and
      strategic business consultants.





Our
      strategy over the next 12 months is to continue the development of the US Pro
      Golf Tour, close acquisitions of diverse sports firms delivering media and
      entertainment platforms, and to engage additional professionals with the
      experience and expertise to grow the Company and its brand. In addition, the
      Company intends to reapply for listing on the OTCBB as soon as all reports
      are
      filed and the company is fully compliant in its reporting
      requirements.





Although
      management believes that there is an increasingly strong market for our events,
      we have not generated substantial revenue from the development of our events
      and
      there is no assurance we can secure a market sufficient to permit us to achieve
      profitability in the next twelve months.





**Competition**




We
      compete with many providers of sports entertainment events. There are many
      event
      management and sports marketing firms with more resources, operating history
      and
      projects than we have.





Management
      believes that we have no direct golf tour competitors. We do not consider the
      PGA Tour a competitor because the PGA Tour has more resources, player names,
      broader television rights agreements, and is the governing body for Professional
      Golf in the United States. Because of these factors we cannot compete with
      the
      PGA Tour.





There
      are
      many golf mini tours throughout the United States, none of which have our
      amenities, television and media coverage, operational expertise, or funding.
      As
      such, they do not represent any significant competition to us.





**RISKS
      RELATING TO OUR BUSINESS**




WE
      HAVE A
      LIMITED OPERATING HISTORY WITH SIGNIFICANT LOSSES AND EXPECT LOSSES TO CONTINUE
      FOR THE FORESEEABLE FUTURE. SHOULD WE CONTINUE TO INCUR LOSSES FOR A SIGNIFICANT
      AMOUNT OF TIME, THE VALUE OF YOUR INVESTMENT IN OUR COMMON STOCK COULD BE
      ADVERSELY AFFECTED, AND YOU COULD EVEN LOSE YOUR ENTIRE INVESTMENT.





5




**Risks
      Relating to Our Business****:**





**We
      Have A Limited Operating History To Evaluate Our
      Prospects.**





On
      August
      16, 2007, Lextra Management Group, Inc. purchased a majority of our common
      stock
      pursuant to an Agreement dated June 26, 2007, and we commenced operations as
      a
      vertically integrated sports and entertainment marketing and management company,
      engaged in owning and operating sports entities and their support companies.
      There can be no assurance that our future proposed operations will be
      implemented successfully or that we will ever have profits. We face all the
      risks inherent in a new business, including the expenses, difficulties,
      complications and delays frequently encountered in connection with conducting
      operations, including capital requirements and management's potential
      underestimation of initial and ongoing costs. In evaluating our business and
      prospects, these difficulties should be considered.





**We
      May Not Achieve or Sustain Profitability Under Our New Business
      Model.**





We
      have
      yet to establish any history of profitable operations as shown in our
      independent certified financial audit for 2007 and 2006, respectively. As of
      October 31, 2007, we had an accumulated deficit of $1,075,788. We incurred
      an
      annual operating loss of $716,946 for the year ended October 31, 2007, as
      opposed to a net income of $47,349 for the year ended October 31, 2006. We
      have
      financed our operations through loans from our officers, employees, and the
      issuance of debt and equity securities in private placement transactions. Our
      revenues have not been sufficient to sustain our operations.





**If
      We Cannot Obtain Additional Funding, Our Business Operations Will Be Harmed
      And
      If We Do Obtain Additional Financing, Our Stockholders May Suffer Substantial
      Dilution.**





We
      will
      require additional funds to sustain and expand our sales and marketing
      activities and for future acquisitions. Additional capital will be required
      to
      effectively support our operations and to otherwise implement our overall
      business strategy. There can be no assurance that financing will be available
      in
      amounts or on terms acceptable to us, if at all. The inability to obtain
      additional capital will restrict our ability to grow. Any additional equity
      financing may involve substantial dilution to our stockholders.





**If
      We Cannot Retain The Services Of R. Thomas Kidd Or If We Cannot Successfully
      Recruit Qualified Personnel Having Experience In Our Business, We May Not Be
      Able To Continue Our Operations In The Manner Envisioned.**


Our
      success depends to a great extent on the continued service of R. Thomas Kidd,
      our President and Chief Executive Officer. Loss of the services of Mr. Kidd
      could have a material adverse effect on our growth, revenues, and prospective
      business. Mr. Kidd also serves as the President and Chief Executive Officer
      of
      Greens Worldwide Incorporated, a related entity and as CEO of our parent company
      Domark International, Inc.. This dual role could cause Mr. Kidd to make
      decisions that necessarily favor us over the parent or the parent over us.
      We
      intend to find a substitute for Mr. Kidd at the Greens Worldwide level as soon
      as is practicable. In addition, to successfully implement and manage our
      business plan, we must, among other things, successfully recruit qualified
      personnel having experience in our line of business. Competition for such
      qualified individuals is intense.





**Our
      Success Depends On Our Ability To Adequately Protect Our Intellectual Property,
      Including Trade Name, Trade Secrets And Trademarks.**





We
      hold
      federal trademarks of the names and logos of our subsidiaries. We also hold
      service marks and copyrights on our website content and products. Where patent
      protection is not available, we rely for protection of our intellectual property
      on trade secret law and nondisclosure and confidentiality agreements with our
      employees and others. There can be no assurance that such agreements will
      provide meaningful protection for our trade secrets or proprietary know-how
      in
      the event of any unauthorized use or disclosure of such trade secrets or
      know-how. In addition, others may obtain access to or independently develop
      technologies or know-how similar to ours.





Our
      success will also depend on our ability to avoid infringement of proprietary
      rights of others. We are not aware that we are infringing any such rights,
      nor
      are we aware of proprietary rights of others for which we will be required
      to
      obtain a license to develop our products. However, there can be no assurance
      that we are not infringing proprietary rights of others, or that we will be
      able
      to obtain any technology licenses we may require in the future.





6




**Profits
      Of Enterprises Involved In The Sports Industry Generally Depend On Many
      Variables.**




The
      business of operating professional and amateur sports events is complex and
      subject to many factors that can affect the success or failure of the events.
      We
      depend on many support structures, including, but not necessarily limited to,
      player participation, media coverage, event community support, sponsorships,
      television, qualified personnel to conduct the event, charity relationships
      and
      public acceptance of us. Failure of any of these support structures will affect
      the level of success. Failure of more than one of these support structures
      will
      severely impact our business and our ability to continue to hold all
      events.





**Risks
      Relating to Our Current Financing Arrangement** **:**





**There
      Are A Large Number Of Shares Underlying Our Secured Convertible Notes And
      Warrants That May Be Available For Future Sale And The Sale Of These Shares
      May
      Depress The Market Price Of Our Common Stock.**





As
      of
      August6, 2008, we had 11,897,594 shares of common stock issued and outstanding.





On
      August
      16, 2007, the Company entered into a Securities Purchase Agreement (the
“Purchase Agreement”), dated as of August 16, 2007, by and among the Company and
      AJW Partners, LLC, AJW Master Fund, Ltd. and New Millennium Capital Partners
      II,
      LLC (collectively, the “Air Brook Investors”). The transactions contemplated by
      the Purchase Agreement will result in a funding of a total of $1,500,000 into
      the Company. The Company completed these transactions on August 16, 2007.




The
      Purchase Agreement provided for the sale by the Company to the Air Brook
      Investors of callable secured convertible notes with an aggregate face amount
      of
      $1,500,000, plus interest (the “Facility Notes”). The Air Brook Investors
      purchased from the Company at closing Facility Notes with an aggregate face
      amount of $500,000 and are required to purchase additional Facility Notes with
      an aggregate face amount of $500,000 from the Company upon each of (i) the
      filing of the registration statement required by the Registration Rights
      Agreement and (iii) the declaration of effectiveness of such registration
      statement by the Securities and Exchange Commission. The Facility Notes accrue
      interest at a rate of 8% per year, require quarterly interest payments in
      certain circumstances related to the market price of the Company’s common stock,
      and are due and payable on August 16, 2010 (the “Maturity Date”). The Company is
      not required to make any principal payments until the Maturity Date, but it
      has
      the option to prepay the amounts due under the Facility Notes in whole or in
      part at any time, subject to the payment of varying prepayment penalties
      depending on the time of such prepayment, as set forth in the Facility Notes.
      The Facility Notes are convertible into common stock of the Company at a
      discount to the then current fair market value of the Company’s common stock, as
      set forth in the Facility Notes.




In
      addition, the Purchase Agreement provided for the issuance by the Company to
      the
      Air Brook Investors of warrants to purchase 10,000,000 shares of the Company’s
      common stock (the “Warrants”). Each Warrant permits its holder to acquire shares
      of the Company’s common stock at an exercise price of $0.25 per share at any
      time through August 16, 2014.




**The
      Continuously Adjustable Conversion Price Feature Of Our Secured Convertible
      Notes Could Require Us To Issue A Substantially Greater Number Of Shares,
      Causing Dilution To Existing Stockholders.**


We
      have
      substantial obligations to issue shares of common stock on conversion of our
      secured convertible notes .





The
      following is an example of the amount of shares of our common stock issuable
      on
      conversion of the principal amount of our $1,500,000 secured convertible notes
      issued under the Securities Purchase Agreement, dated August 16, 2007, based
      on
      market prices of our common stock 25%, 50% and 75% below the market price as
      ofAugust 6, 2008 of $0.06.




%
                Below
            
            Price
                Per
            
            With
                Discount
            
            Number
                of Shares
            
            %
                of OutstandingMarket
            
            Share
            
            at
                30%
            
            Issuable
            
            Stock25
            
            
            0.05
            
            
            0.0315
            
            
            4,687,500
            
            
            18.4150
            
            
            0.03
            
            
            0.0210
            
            
            7,142,857
            
            
            28.0575
            
            
            0.02
            
            
            0.0105
            
            
            13,636,364
            
            
            53.54





The
      following is an example of the amount of shares of our common stock issuable
      on
      conversion of the principal amount of our $3,903,750 secured convertible notes
      issued under the Stock Issuance, Assumption and Release Agreement, dated August
      17, 2007, based on market prices of our common stock 25%, 50% and 75% below
      the
      market price.




%
                Below
            
            Price
                Per
            
            With
                Discount
            
            Number
                of Shares
            
            %
                of OutstandingMarket
            
            Share
            
            at
                75%
            
            Issuable
            
            Stock25
            
            
            0.05
            
            
            0.0113
            
            
            35,488,636
            
            
            19.5150
            
            
            0.03
            
            
            0..0075
            
            
            48,796,875
            
            
            26.8375
            
            
            0.02
            
            
            0.0038
            
            
            97,593,750
            
            
            53.66





7




As
      illustrated, the number of shares of common stock issuable on conversion of
      our
      secured convertible notes will increase if the market price of our stock
      declines, causing dilution to our existing stockholders.




**The
      Continuously Adjustable Conversion Price Feature Of Our Secured Convertible
      Notes May Have A Depressive Effect On The Price Of Our Common
      Stock.**





The
      secured convertible notes issued under the Securities Purchase Agreement, dated
      August 16, 2007, are convertible into shares of our common stock at a 40%
      discount to the trading price of the common stock before conversion; provided,
      however, such percentage shall increase to 70% in the event that the
      registration statement becomes effective on or before a date to be negotiated
      by
      us and the selling stockholders owning secured convertible notes. The secured
      convertible notes issued by us under the Stock Issuance, Assumption and Release
      Agreement are convertible into our common stock at a 75% discount to the trading
      price of the common stock before conversion.





The
      significant downward pressure on the price of the common stock as the selling
      stockholders convert and sell material amounts of common stock could have an
      adverse effect on our stock price. In addition, not only the sale of shares
      issued on conversion or exercise of secured convertible notes and warrants,
      but
      also the mere perception that these sales could occur, may adversely affect
      the
      market price of the common stock.




**The
      Issuance Of Shares On Conversion Of The Secured Convertible Notes And Exercise
      Of Outstanding Warrants May Cause Immediate And Substantial Dilution To Existing
      Stockholders.**





The
      issuance of shares on conversion of the secured convertible notes and exercise
      of warrants may result in substantial dilution to the interests of other
      stockholders because the selling stockholders may ultimately convert and sell
      the full amount issuable on conversion. Although AJW Partners, LLC, AJW Master
      Fund, Ltd., and New Millennium Capital Partners II, LLC may not convert their
      secured convertible notes and/or exercise their warrants if such conversion
      or
      exercise would cause them to own more than 4.99% of our outstanding common
      stock, this restriction does not prevent AJW Partners, LLC, AJW Master Fund,
      Ltd., and New Millennium Capital Partners II, LLC from converting and/or
      exercising some of their holdings and then converting the rest of their
      holdings. In this way, AJW Partners, LLC, AJW Master Fund, Ltd., and New
      Millennium Capital Partners II, LLC could sell more than this limit while never
      holding more than this limit. There is no upper limit on the number of shares
      that may be issued that will have the effect of further diluting the
      proportionate equity interest and voting power of holders of our common stock.





**If
      Our Stock Price Declines, Shares Of Common Stock Allocated For Conversion Of
      The
      Secured Convertible Notes And Registered Pursuant To This Prospectus May Not
      Be
      Adequate And We May Be Required To File A Subsequent Registration Statement
      Covering Additional Shares. If The Shares We Have Allocated And Registered
      Are
      Not Adequate And We Are Required To File An Additional Registration Statement,
      We Will Incur Substantial Costs.**





Based
      on
      our current market price and the potential decrease in our market price as
      a
      result of the issuance of shares on conversion of the secured convertible notes,
      we have made a good faith estimate of the number of shares of common stock
      that
      we are required to register and allocate for conversion of the secured
      convertible notes. Accordingly, we have allocated 18,012,500 shares to cover
      the
      conversion of the secured convertible notes. If our stock price decreases,
      the
      shares of common stock we have allocated for conversion of the secured
      convertible notes and are registering may not be adequate. If the shares we
      have
      allocated to the registration statement are not adequate and we are required
      to
      file an additional registration statement, we will incur substantial costs
      in
      connection with the preparation and filing of such registration statement. ****





**If
      We Are Required For Any Reason To Repay Our Outstanding Secured Convertible
      Notes, We Would Be Required To Deplete Our Working Capital, If Available, Or
      Raise Additional Funds. Our Failure To Repay The Secured Convertible Notes,
      If
      Required, Could Result In Legal Action Against Us. This Could Require The Sale
      Of Substantial Assets.**





On
      August
      16, 2007, we entered into a Securities Purchase Agreement for the sale of an
      aggregate principal amount of $1,500,000 of secured convertible notes, which
      are
      due and payable three years from the date of issuance, unless sooner converted
      into shares of our common stock. On August 17, 2007, we assumed $3,903,750
      of
      secured convertible notes of a subsidiary in exchange for preferred stock in
      that subsidiary, which convertible notes are due and payable on March 22, 2010,
      unless sooner converted into shares of our common stock. We currently have
      an
      aggregate principal amount of $4,566,610 of secured convertible notes
      outstanding.





8




In
      addition, any event of default such as our failure to repay the principal when
      due, our failure to issue shares of common stock on conversion by holders,
      our
      failure to timely file a registration statement or have such registration
      statement declared effective, breach of any covenant, representation or warranty
      in the convertible note or any related agreement, the assignment or appointment
      of a receiver to control a substantial part of our property or business, the
      filing of a money judgment, writ or similar process against us in excess of
      certain specified amounts, the commencement of a bankruptcy, insolvency,
      reorganization or liquidation proceeding against us and the delisting of our
      common stock could require the early repayment of the secured convertible notes,
      including the imposition of a default interest rate of 15% on the outstanding
      principal balance of the notes if the default is not cured with the specified
      grace period. We anticipate that the full amount of the secured convertible
      notes will be converted into shares of our common stock in accordance with
      their
      terms. If we were required to repay the secured convertible notes, we would
      be
      required to use our limited working capital and raise additional funds. If
      we
      were unable to repay the notes when required, the noteholders could commence
      legal action against us and foreclose on all of our assets to recover the
      amounts due. Any such action would require us to curtail or cease
      operations.




**If
      An Event Of Default Occurs Under The Securities Purchase Agreement, Stock
      Issuance, Assumption and Release Agreement, Secured Convertible Notes, Warrants,
      Security Agreement Or Intellectual Property Security Agreement, The Investors
      Could Take Possession Of All Our Goods, Inventory, Contractual Rights And
      General Intangibles, Receivables, Documents, Instruments, Chattel Paper, And
      Intellectual Property.**





In
      connection with the Securities Purchase Agreement and the Stock Issuance,
      Assumption and Release Agreement we entered into on August 16, 2007 and August
      17, 2007, respectively, we executed or became bound by a Security Agreement
      and
      an Intellectual Property Security Agreement in favor of the investors granting
      them a first priority security interest in all of our goods, inventory,
      contractual rights and general intangibles, receivables, documents, instruments,
      chattel paper, and intellectual property. These agreements provide that, if
      an
      event of default occurs under the instruments secured by them, the investors
      have the right to take possession of the collateral, to operate our business
      using the collateral and to assign, sell, lease or otherwise dispose of and
      deliver all or any part of the collateral, at public or private sale or
      otherwise to satisfy our obligations under these agreements.





**Risks
      Relating to Our Common Stock** **:**




**Risks
      Relating To Ownership Of Our Common Stock**




Although
      there is presently a market for our common stock, the price of our common stock
      may be extremely volatile and investors may not be able to sell their shares
      at
      or above their purchase price, or at all. We anticipate that the market may
      be
      potentially highly volatile and may fluctuate substantially because of:




·
            Actual
                or anticipated fluctuations in our future business and operating
                results;


·
            Changes
                in or failure to meet market expectations;


·
              Fluctuations
                  in stock market price and volume




**We
      Do Not Intend To Pay Dividends**




We
      do not
      anticipate paying cash dividends on our common stock in the foreseeable future.
      We may not have sufficient funds to legally pay dividends. Even if funds are
      legally available to pay dividends, we may nevertheless decide in our sole
      discretion not to pay dividends. The declaration, payment and amount of any
      future dividends will be made at the discretion of the board of directors,
      and
      will depend upon, among other things, the results of our operations, cash flows
      and financial condition, operating and capital requirements, and other factors
      our board of directors may consider relevant. There is no assurance that we
      will
      pay any dividends in the future, and, if dividends are rapid, there is no
      assurance with respect to the amount of any such dividend.




**Failure
      To Achieve And Maintain Effective Internal Controls In Accordance
      With Section 404 Of The Sarbanes-Oxley Act Could Have A Material
      Adverse Effect On Our Business And Operating Results.**




It
      may be
      time consuming, difficult and costly for us to develop and implement the
      additional internal controls, processes and reporting procedures required by
      the
      Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal
      auditing and other finance staff in order to develop and implement appropriate
      additional internal controls, processes and reporting procedures. If we are
      unable to comply with these requirements of the Sarbanes-Oxley Act, we may
      not
      be able to obtain the independent accountant certifications that the
      Sarbanes-Oxley Act requires of publicly traded companies.




9


If
      we
      fail to comply in a timely manner with the requirements of Section 404 of
      the Sarbanes-Oxley Act regarding internal control over financial reporting
      or to
      remedy any material weaknesses in our internal controls that we may identify,
      such failure could result in material misstatements in our financial statements,
      cause investors to lose confidence in our reported financial information and
      have a negative effect on the trading price of our common stock.




Pursuant
      to Section 404 of the Sarbanes-Oxley Act and current SEC regulations,
      beginning with our annual report on Form 10-K for our fiscal period ending
      December 31, 2007, we will be required to prepare assessments regarding
      internal controls over financial reporting and beginning with our annual report
      on Form 10-K for our fiscal period ending December 31, 2008, furnish a
      report by our management on our internal control over financial reporting.
      We
      have begun the process of documenting and testing our internal control
      procedures in order to satisfy these requirements, which is likely to result
      in
      increased general and administrative expenses and may shift management time
      and
      attention from revenue-generating activities to compliance activities. While
      our
      management is expending significant resources in an effort to complete this
      important project, there can be no assurance that we will be able to achieve
      our
      objective on a timely basis. There also can be no assurance that our auditors
      will be able to issue an unqualified opinion on management’s assessment of the
      effectiveness of our internal control over financial reporting. Failure to
      achieve and maintain an effective internal control environment or complete
      our
      Section 404 certifications could have a material adverse effect on our
      stock price.




In
      addition, in connection with our on-going assessment of the effectiveness of
      our
      internal control over financial reporting, we may discover “material weaknesses”
in our internal controls as defined in standards established by the Public
      Company Accounting Oversight Board, or the PCAOB. A material weakness is a
      significant deficiency, or combination of significant deficiencies, that results
      in more than a remote likelihood that a material misstatement of the annual
      or
      interim financial statements will not be prevented or detected. The PCAOB
      defines “significant deficiency” as a deficiency that results in more
      than a remote likelihood that a misstatement of the financial statements
      that is more than inconsequential will not be prevented or detected.




In
      the
      event that a material weakness is identified, we will employ qualified personnel
      and adopt and implement policies and procedures to address any material
      weaknesses that we identify. However, the process of designing and implementing
      effective internal controls is a continuous effort that requires us to
      anticipate and react to changes in our business and the economic and regulatory
      environments and to expend significant resources to maintain a system of
      internal controls that is adequate to satisfy our reporting obligations as
      a
      public company. We cannot assure you that the measures we will take will
      remediate any material weaknesses that we may identify or that we will implement
      and maintain adequate controls over our financial process and reporting in
      the
      future.




Any
      failure to complete our assessment of our internal control over financial
      reporting, to remediate any material weaknesses that we may identify or to
      implement new or improved controls, or difficulties encountered in their
      implementation, could harm our operating results, cause us to fail to meet
      our
      reporting obligations or result in material misstatements in our financial
      statements. Any such failure could also adversely affect the results of the
      periodic management evaluations of our internal controls and, in the case of
      a
      failure to remediate any material weaknesses that we may identify, would
      adversely affect the annual auditor attestation reports regarding the
      effectiveness of our internal control over financial reporting that are required
      under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls
      could also cause investors to lose confidence in our reported financial
      information, which could have a negative effect on the trading price of our
      common stock.





**Our
      Common Stock Is Subject To The "Penny Stock" Rules Of The SEC And The Trading
      Market In Our Securities Is Limited. This Makes Transactions In Our Stock
      Cumbersome And May Reduce The Value Of An Investment In Our
      Stock.**





The
      Securities and Exchange Commission has adopted Rule 15g-9 establishing the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5 per share or with an exercise
      price of less than $5 per share, subject to certain exceptions. For any
      transaction involving a penny stock, unless exempt, the Rules
      requires:





·
            that
                a broker or dealer approve a person's account for transactions in
                penny
                stocks; and·
            the
                broker or dealer receive from the investor a written agreement to
                the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased.




To
      approve a person's account for transactions in penny stocks, the broker or
      dealer must:





·
            obtain
                financial information and investment experience objectives of the
                person;
                and·
            make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that person and the person has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transactions in penny stocks.




10




The
      broker or dealer must also deliver before any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, that, in highlighted form:





·
            sets
                forth the basis on which the broker or dealer made the suitability
                determination; and·
            that
                the broker or dealer received a signed, written agreement from the
                investor before the transaction.




Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      "penny stock" rules. This may make it more difficult for investors to dispose
      of
      our common stock and cause a decline in the market value of our
      stock.





Disclosure
      must also be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements must be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.




**ITEM
      2. DESCRIPTION OF PROPERTIES**




We
      operate from a virtual office located at 801 International Parkway,
      5 th Floor,
      Lake Mary, FL, 32789. The property is leased by a related party and we have
      recorded an in-kind contribution of capital reflecting the costs for Company
      use. We do not hold any material investments in other real or personal property
      other than office equipment. We anticipate these facilities will be adequate
      for
      the immediate future but that if we are successful in introducing our products,
      we will need to seek larger or additional office quarters. The
      Company pays its monthly rental on a month to month basis.





**ITEM
      3. LEGAL PROCEEDINGS**




From
      time
      to time, we may become involved in various lawsuits and legal proceedings,
      that
      arise in the ordinary course of business. An adverse result in any future
      litigation may harm our business. Except as set forth below, we are currently
      not aware of any such legal proceedings or claims that we believe will have,
      individually or in the aggregate, a material adverse affect on our business,
      financial condition or operating results:





Subsequent
      from the completion of the Exchange Agreement and Bring Down and Amendment
      agreement dated September 25, 2007 with Zaring-Cioffi Entertainment, LLC, a
      California limited liability company (“Zaring-Cioffi”), ZCE, Inc., a California
      corporation (“ZCE”), and Q-C Entertainment, LLC, a Washington limited liability
      company (“Q-C”), the Company uncovered discrepancies in the representations of
      certain ZCE principals and management and the operations of ZCE. The Company
      is
      currently involved in assessing these discrepancies and determining the best
      course of action. As a result, the management of ZCE has been terminated for
      cause.





On
      April
      3, 2008, the Company filed a lawsuit against ZC Entertainment and John Zaring
      for $20,000 in the Circuit Court of Chesapeake Virginia in connection with
      a
      promissory note. This suit by the Company is related to an advance made by
      the
      Company prior to the closing. The Company made demand on ZCE and the guarantor,
      John Zaring, but the promissory note was not paid in accordance with its
      terms.





In
      connection with the litigation above, John Zaring and Bianca Cioffi filed a
      claim against us with the American Arbitration Association (“AAA”). The Company
      is currently preparing its counterclaims and believes , John Zaring and Bianca
      Cioffi claims are without merit.




11




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




No
      matter
      was submitted to a vote of security holders through the solicitation of proxies
      or otherwise during the fourth quarter or the year covered by this
      report.





**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**




(A)  MARKET
      INFORMATION




Our
      common stock has been quoted on the OTC Bulletin Board under the symbol
      "SPQS.OB" since November, 2007. Prior to that time, the symbol for the common
      stock was “ARBK.OB.” It has been traded in the over-the-counter market on a
      limited basis. It currently trades on the OTC under the symbol SPQS. The
      following sets forth high and low bid price quotations for each calendar quarter
      during the last fiscal years that trading occurred or quotations were available.
      Such quotations reflect inter-dealer prices, without retail mark-up, mark-down
      or commission and may not represent actual transactions.


Bid
                  PricesHigh
              
              LowFISCAL
                  2008First
                  Quarter (November 1, 2007 through January 31, 2008)
              
              $
              .04
              
              $
              .035Second
                  Quarter (February 1, 2008 through April 30, 2008)
              
              $
              .05
              
              $
              .04Third
                  Quarter (May 1, 2008 through July 31, 2008)
              
              $
              .04
              
              $
              .04FISCAL
                  2007First
                  Quarter (November 1, 2006 through January 31, 2007)
              
              $
              .14
              
              $
              .11Second
                  Quarter (February 1, 2007 through April 30, 2007)
              
              $
              n/a
              (1)
              $
              n/a
              (1)Third
                  Quarter (May 1, 2007 through July 31, 2007)
              
              $
              .75
              
              $
              .16Fourth
                  Quarter (August 1, 2007 through October 31, 2007)
              
              $
              .45
              
              $
              .45FISCAL
                  2006First
                  Quarter (November 1, 2005 through January 31, 2006)
              
              $
              .15
              
              $
              .075Second
                  Quarter (February 1, 2006 through June 30, 2006)
              
              $
              .15
              
              $
              .15Third
                  Quarter (May 1, 2006 through July 31, 2006)
              
              $
              .15
              
              $
              .12Fourth
                  Quarter (August 1, 2006 through October 31, 2006)
              
              $
              .15
              
              $
              .10




(1) There
      were no trades in the second quarter of the year ended October 31, 2007.


The
      closing bid price for our shares of common stock on Aug 6, 2008 was $0.06.




Our
      common stock is considered a low priced security under the “Penny Stock” rules
      promulgated by the Securities and Exchange Commission. Under these rules,
      broker-dealers participating in transactions in these securities must first
      deliver a risk disclosure document which describes risks associated with these
      stocks, broker-dealers’ duties, customers’ rights and remedies, market and other
      information, and make suitability determinations approving the customers for
      these stock transactions based on financial situation, investment experience
      and
      objectives. Broker-dealers must also disclose these restrictions in writing,
      provide monthly account statements to customers, and obtain specific written
      consent of each customer. With these restrictions, the likely effect of
      designation as a low priced stock is to decrease the willingness of
      broker-dealers to make a market for the stock, to decrease the liquidity of
      the
      stock and increase the transaction cost of sales and purchases of these stocks
      compared to other securities.




12




(B)  HOLDERS




As
      of
      August 6, 2008, there were approximately 127 holders of the common stock on
      record.




(C)  DIVIDENDS




On
      December 7, 2007, the Board of Directors of SportsQuest, Inc. announced that
      it
      had cancelled a dividend of Series A Convertible Preferred Stock of Greens
      Worldwide Incorporated, to holders of record of common stock of the Company
      as
      of the close of market on October 31, 2007. SportsQuest had conditioned the
      dividend on the receipt of an opinion of counsel for GRWW of the dividend’s
      exempt status under the Securities Act of 1933. Because GRWW has determined
      that
      no exemption is available, the Board of Directors of the SportsQuest has
      cancelled the dividend.





We
      have
      not previously paid any cash dividends on common stock and do not anticipate
      or
      contemplate paying dividends on common stock in the foreseeable future. Our
      present intention is to utilize all available funds to develop and expand our
      business. The only restrictions that limit the ability to pay dividends on
      common equity, or that are likely to do so in the future, are those restrictions
      imposed by law and those restrictions imposed under contractual
      obligation.




Any
      future determination to pay cash dividends will be at the discretion of our
      board of directors, and will be dependent upon our financial condition, results
      of operations, capital requirements and other factors as our board may deem
      relevant at that time.




(D)  RECENT
      ISSUANCES OF UNREGISTERED SECURITIES





On
      May
      15, 2008, our President and Chief Executive Officer executed an agreement with
      Domar Exotic Furnishings, Inc. (the “Agreement”) whereby pursuant to the terms
      and conditions of that Agreement, Domar Exotic Furnishings, Inc. purchased
      of
      100,000 Series A Preferred Convertible Shares of our company which represents
      approximately seventy-nine percent (79%) of our capital stock of SportsQuest,
      Inc. The Closing of the transaction occurred on May 20, 2008.





As
      consideration for the 100,000 Series A Preferred Convertible Shares, Domar
      Exotic Furnishings, Inc issued R. Thomas Kidd the sum of six million, five
      hundred thousand (6,500,000) shares of Domar Exotic Furnishings, Inc common
      stock. In addition, R. Thomas Kidd was appointed as Chief Executive officer
      and
      a member of the Board of Directors of Domar Exotic Furnishings, Inc.





After
      the
      Closing, the Company changed its name to Domark International, Inc.





The
      issuance of the securities above were effected in reliance on the exemptions
      for
      sales of securities not involving a public offering, as set forth in Rule 506
      promulgated under the Securities Act of 1933, as amended (the “Securities Act”)
      and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506
      of
      Regulation D.




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




**Forward-Looking
      Statements**




The
      information in this annual report contains forward-looking statements within
      the
      meaning of the Private Securities Litigation Reform Act of 1995. Such Act
      provides a “safe harbor” for forward-looking statements to encourage companies
      to provide prospective information about themselves so long as they identify
      these statements as forward looking and provide meaningful cautionary statements
      identifying important factors that could cause actual results to differ from
      the
      projected results. All statements other than those statements of historical
      fact
      made in this report are forward looking. In particular, the statements herein
      regarding industry prospects and future results of operations or financial
      position are forward-looking statements. Forward-looking statements reflect
      management’s current expectations and are inherently uncertain. Our actual
      results may differ significantly from management’s expectations.




The
      following discussion and analysis should be read in conjunction with the
      financial statements of SportsQuest, Inc., included herewith. This discussion
      should not be construed to imply that the results discussed herein will
      necessarily continue into the future, or that any conclusion reached herein
      will
      necessarily be indicative of actual operating results in the future. Such
      discussion represents only the best present assessment of our management.





13




**Background**




Following
      the August 16, 2007 transaction in which Lextra acquired a majority interest
      in
      us, our existing agreement dated August 10, 1993 between us and Air Brook
      Limousine, Inc., then one of our stockholders, was terminated. This agreement
      had provided that Air Brook Limousine would fund our operations for as long
      as
      Air Brook Limousine deemed necessary and was financially able to do so. At
      the
      time of the closing, we owed Air Brook Limousine $340,000, which payable was
      acquired by Lextra. Lextra thereafter agreed to forgive our $340,000 obligation
      in return for 6,800,000 shares of our common stock. The disclosures below relate
      to our operations before the closing of this transaction and the current state
      of our affairs.





In
      March
      2007, Air Brook Limousine notified us that it had experienced extraordinary
      increases in the cost of performing certain agreements under which it paid
      our
      wholly-owned subsidiary, A.B. Park & Fly, Inc., commissions from Air Brook
      Limousine’s operation of two airport ground transportation terminals in New
      Jersey and advised us of its intent to cancel the contracts. As part of a
      settlement of issues, we entered into an Agreement and Plan of Reorganization
      dated March 8, 2007, pursuant to which, among other things, we agreed that
      A.B.
      Park & Fly would be merged with and into a wholly-owned subsidiary of Air
      Brook Limousine and the separate existence of A.B. Park & Fly would cease.
      In consideration for the preceding, Air Brook Limousine delivered to us 150,000
      shares of our common stock, which we canceled as outstanding
      shares.




On
      July
      6, 2007, we filed a Form 8-K with the Securities and Exchange Commission
      concerning a material definitive agreement dated as of June 26, 2007 concerning
      prospective changes in control of us. We and certain shareholders who owned
      and
      controlled more than 51.16% of our issued and outstanding shares of common
      stock
      and Lextra entered into this agreement pursuant to which, among other things,
      Lextra would (a) acquire 1,165,397 shares of our common stock from the selling
      shareholders for $116,500; (b) acquire from Air Brook Limousine the $340,000
      receivable discussed above; and (c) pay certain expenses in connection with
      the
      transaction in the amount of $43,500. Upon consummation of the proposed
      transactions, including the exchange of the $340,000 receivable for 6,800,000
      of
      our common stock, Lextra would own more than 51.16% of our issued and
      outstanding shares of common stock and would be deemed in control of
      us.




Pursuant
      to this Agreement, R. Thomas Kidd, Chief Executive Officer of Lextra would
      be
      appointed as our sole director, effective as of the closing of the agreement.
      In
      addition, Donald M. Petroski and Jeffrey M. Petroski, comprising our then
      current directors, agreed to tender their respective resignations as our
      directors effective as of the closing date.




This
      agreement also provided that Donald M. Petroski would also tender his
      resignation as our president and chief financial officer and Jeffrey M. Petroski
      would also tender his resignation as our treasurer and secretary. The agreement
      also provided that following the resignations of Donald M. Petroski and Jeffrey
      M. Petroski as our officers, our board of directors would elect R. Thomas Kidd
      as our chief executive officer. All of these transactions occurred on August
      16,
      2007.





We
      now
      have a very different model than we did while under the control of Air Brook
      Limousine and affiliates. We intend to generate revenue through creating,
      developing, owning, and managing high end sports events. We also will consider
      acquiring other sports marketing platforms. A principal source of revenue is
      intended to be provided by sponsors of these sporting events. We intend to
      generate revenue in part through entering into contracts with the sponsors
      whose
      branding efforts focus on presenting sports related entertainment events. We
      will make these sponsorships more enticing by offering them hospitality and
      ticket packages, including those for the Super Bowl, the Masters, the Kentucky
      Derby, the U.S. Open, the PGA, and other attractive venues in return for their
      sponsorship of our events. We will also generate revenue from participants
      in
      the Company’s sports events. For example, we will charge some participants for
      the right to participate in the events.





By
      operating numerous events, we are able to control the expenses associated with
      each event through our ability to obtain fair pricing from vendors. Our
      intention is to generate significant margins from each event due to our ability
      to contract with attractive sponsors and control our expenses through the use
      of
      common vendors at many different events.





Before
      our controlling interest was acquired by Lextra, we had a different business
      model focused on the collection of a royalty related to the sale of
      transportation services. Pursuant to an agreement signed on February 4, 1991,
      we
      transferred all of our operating activities for our Satellite Terminal located
      in Ridgewood, New Jersey and, on July 1, 1991, our transportation equipment
      to
      Air Brook Limousine, one of the selling shareholders in the August 16, 2007
      transaction. Air Brook Limousine in return agreed to pay us a fee equal to
      10%
      of gross collections from the Satellite Terminal.





On
      May 1,
      1993, we entered into an agreement with Air Brook Limousine in which Air Brook
      Limousine agreed to open and operate a second Satellite Terminal located in
      the
      borough of Montvale, New Jersey. Pursuant to the now terminated agreement,
      Air
      Brook Limousine bore all costs of operating the Satellite Terminal and paid
      us
      three percent of Air Brook Limousine’s gross receipts from the Satellite
      Terminal.





14




On
      August
      10, 1993, we entered into the now terminated agreement with Air Brook Limousine
      which stipulated that Air Brook Limousine would fund our operations for as
      long
      as Air Brook Limousine deemed it necessary and as long as Air Brook Limousine
      was financially able. These advances were due on demand. Air Brook Limousine
      retained the power to terminate this agreement at any time at its own
      discretion, which it did on August 16, 2007.





On
      August
      16, 2007, Lextra Management Group, Inc., an event management company, acquired
      51.16% of our issued and outstanding common stock pursuant to an Agreement
      dated
      June 26, 2007 by and among Lextra, our company and certain of our principal
      stockholders. Pursuant to the terms of this agreement, at the closing, Lextra
      acquired (a) 1,165,397 shares representing 51.16% of the issued and outstanding
      shares of our common stock from the selling stockholders for an aggregate
      purchase price of $116,500 and (b) an outstanding accounts receivable due to
      Air
      Brook Limousine by us in the amount of $340,000.  At the closing, Air Brook
      Limousine cancelled the agreement dated August 10, 1993 under which Air Brook
      Limousine stipulated that it would fund our operations for as long as Air Brook
      Limousine deemed necessary and as long as it was financially able. The
      acquisition of 51.16% of our issued and outstanding shares may be deemed to
      be a
      change in control of our company.





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.




As
      a
      result of the foregoing transactions, Lextra acquired beneficial ownership
      of
      9,965,397 shares of our common stock, which represents a 90% ownership
      interest.




On
      August
      16, 2007, to obtain funding for our ongoing operations, we entered into a
      Securities Purchase Agreement with AJW Partners, LLC, AJW Master Fund, Ltd.
      and
      New Millennium Capital Partners II, LLC, all accredited investors, for the
      sale
      of (i) up to $1,500,000 in secured convertible notes, which bear interest at
      a
      rate of 8% per year, and (ii) warrants to purchase 10,000,000 shares of our
      common stock at an exercise price of $0.25 per share at any time through August
      16, 2014. Under the agreements, we received $500,000 on August 16, 2007,
      $500,000 was disbursed within five days of the filing of the registration
      statement and $500,000 will be disbursed when the registration statement became
      effective. The secured convertible notes mature three years from the date of
      issuance and are convertible into our common stock, at the selling stockholder’s
      option, at 60% of the average of the three lowest intraday trading prices for
      the common stock on a principal market for the 20 trading days before but not
      including the conversion date; provided, however, such percentage shall increase
      to 70% in the event that the registration statement becomes effective on or
      before a date to be negotiated by us and the selling stockholders owning secured
      convertible notes.




On
      August
      17, 2007, we entered into a Stock Issuance, Assumption and Release Agreement
      with Greens Worldwide Incorporated, a vertically integrated sports marketing
      and
      management company, engaged in owning and operating sports entities and their
      support companies, and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified
      Partners, LLC and New Millennium Capital Partners II, LLC. The transaction
      closed August 17, 2007. Pursuant to the agreement, Greens Worldwide issued
      390,000 shares of its Series A Convertible Preferred Stock, par value $10.00
      per
      share, which shares are convertible into 249,600,000 shares of its common stock,
      to us in exchange for our assumption of 50% of Greens Worldwide’s indebtedness
      to the four investors referenced above. Under the terms of the agreement, the
      four investors released Greens Worldwide from its obligations. In consideration
      for such release, we issued to the four investors’ successors, AJW Partners,
      LLC, AJW Master Fund, Ltd. and New Millennium Capital Partners II, LLC, callable
      secured convertible notes with an aggregate face amount of $3,903,750, including
      interest, and Greens Worldwide issued to the three successor investors callable
      secured convertible notes with an aggregate face amount of $3,903,750, including
      interest. The notes are due and payable on March 22, 2010 and are convertible
      into our common stock or the common stock of Greens Worldwide, as applicable,
      at
      a 75% discount to the then current fair market value. The issuance of the Series
      A Convertible Preferred Stock to us under the agreement resulted in a change
      of
      control of Greens Worldwide because the terms of the preferred stock entitle
      us
      to elect a majority of the members of the Greens Worldwide board of directors.
      In addition, our ability to vote our shares of preferred stock on an
      as-converted basis assures our control of any matters presented to the holders
      of Greens Worldwide common stock.





On
      August
      20, 2007, we entered into an Agreement for the Exchange of Stock with
      Zaring-Cioffi Entertainment, LLC, a full-service production company of
      talent-based special events, and its members, ZCE, Inc. and Q-C Entertainment,
      LLC. The closing is subject to the conversion of Zaring-Cioffi Entertainment,
      LLC to a California corporation and completion of our due diligence. Under
      the
      terms of the agreement, we agreed to purchase 100% of the issued and outstanding
      shares of the California corporation in exchange for that number of shares
      of
      our common stock with a total value of $500,000, with the number of shares
      computed by dividing the prior to closing average five day closing price of
      our
      common stock into the sum of $500,000. In addition, we agreed to pay to ZCE,
      Inc. $150,000 in cash at closing and to issue warrants to ZCE Inc. and Q-C
      Entertainment, LLC to purchase our common stock according to the following
      schedule: 100,000 shares at a strike price of $0.50 per share expiring December
      31, 2007, 100,000 shares at a strike price of $1.00 per share expiring December
      31, 2008, and 200,000 shares at a strike price of $1.50 per share expiring
      December 31, 2009.





15




On
      August
      23, 3007, the Company entered into an Investment Agreement (the “Investment
      Agreement”) with Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted
      company (“Dutchess”). The Investment Agreement provides for the Company’s right,
      subject to certain conditions, to require Dutchess to purchase up to $50,000,000
      of the Company’s common stock at a seven percent discount to market over the 36
      month period following a registration statement covering such common stock
      being
      declared effective by the Securities and Exchange Commission.





As
      a
      condition to entering into the Investment Agreement, the Company and Dutchess
      entered into a Registration Rights Agreement, dated as of August 23, 2007 (the
      “Registration Rights Agreement”). As set forth in the Registration Rights
      Agreement, the Company has agreed to file a registration statement with the
      Securities and Exchange Commission within 45 days after the date of the
      Registration Rights Agreement to cover the resale by Dutchess of the shares
      of
      the Company’s common stock issued pursuant to the Investment Agreement. The
      Company has agreed to initially register for resale 10,000,000 shares of its
      common stock which would be issuable on the date preceding the filing of the
      registration statement based on the  closing
      bid price of the Company’s common stock on such date and the amount reasonably
      calculated that represents common stock issuable to other parties as set forth
      in the Investment Agreement except to the extent that the Securities and
      Exchange Commission requires the share amount to be reduced as a condition
      of
      effectiveness. The Company has further agreed to use all commercially
      reasonable efforts to cause the registration statement to be declared effective
      by the Securities and Exchange Commission within 120 days after the date of
      the
      Registration Rights Agreement and to keep such registration statement effective
      until the earlier to occur of the date on which (a) Dutchess shall have sold
      all
      of the shares of common stock issued or issuable pursuant to the Investment
      Agreement; or (b) Dutchess has no right to acquire any additional shares of
      common stock under the Investment Agreement.





On
      September 25, 2007, pursuant to a Bring Down Agreement and Amendment (the “Bring
      Down and Amendment”), among the Company, Zaring/Cioffi Entertainment, Inc., Zce,
      David Quin (“Quin”) and Jeff Merriman Cohen (“Cohen”), Quin and Cohen, the sole
      members of Q-C, assumed the rights, obligations, and liabilities of Q-C under
      the Exchange Agreement, as amended by the Bring Down and Amendment. Under the
      terms of the Exchange Agreement, as amended by the Bring Down and Amendment,
      the
      Company purchased 100% of the issued and outstanding shares of Zaring-Cioffi
      from its shareholders, ZCE, Quin and Cohen, in exchange for the issuance of
      409,836 shares of restricted common stock of the Company to ZCE and 409,836
      shares of restricted common stock of the Company to Cohen and Quin, which stock
      in the aggregate was valued at $500,000. In addition, the Company issued
      warrants (the “Warrants”) to purchase an aggregate 400,000 shares of restricted
      common stock of the Company to the shareholders of Zaring-Cioffi according
      to
      the following Schedule:





50,000
      shares to each of ZCE and Quin Cohen at a strike price of $0.50 per share
      expiring December 31, 2007; 50,000 shares to each ZCE and Quin and Cohen at
      a
      strike price of $1.00 per share expiring December 31, 2008; and 100,000 shares
      to each of ZCE and Quin and Cohen at a strike price of $1.50 per share expiring
      December 31, 2009.





Furthermore,
      Quin and Cohen received, at no cost, a Bronze Level sponsorship position (or
      its
      equivalent) at all Zaring-Cioffi events through 2009.





Under
      the
      Bring Down and Amendment, the Company, Zaring-Cioffi, ZCE, Cohen and Quin also
      made the representations and warranties set forth in the Exchange Agreement
      as
      of closing and agreed that the representations and warranties would not survive
      the closing.





**Target
      Acquisitions**





We
      have
      targeted several other sports entities for acquisition and believe that we
      will
      be successful in an acquisition strategy to grow our sports marketing platforms.




**Title
      Sponsorship**





We
      have
      executed an agreement with NewsUSA to provide a presenting title media
      sponsorship in the form of $10 million of print and radio media for promotion
      of
      us and our subsidiaries.




16


**Competitors**


We
      compete with many providers of sports entertainment events. There are many
      event
      management and sports marketing firms with more resources, operating history
      and
      projects than we have.





Management
      believes that we have no direct golf tour competitors. We do not consider the
      PGA Tour a competitor because the PGA Tour has more resources, player names,
      broader television rights agreements, and is the governing body for Professional
      Golf in the United States. Because of these factors we cannot compete with
      the
      PGA Tour.





There
      are
      many golf mini tours throughout the United States, none of which have our
      amenities, television and media coverage, operational expertise, or funding.
      As
      such, they do not represent any significant competition to us.





**Use
      of Estimates**




Management's
      Discussion and Analysis or Plan of Operations are based upon our financial
      statements, which have been prepared in accordance with accounting principles
      generally accepted in the United States of America. When preparing our financial
      statements, we make estimates and judgments that affect the reported amounts
      on
      our balance sheets and income statements, and our related disclosure about
      contingent assets and liabilities. We continually evaluate our estimates,
      including those related to revenue, allowance for doubtful accounts, reserves
      for income taxes, and litigation. We base our estimates on historical experience
      and on various other assumptions, which we believe to be reasonable in order
      to
      form the basis for making judgments about the carrying values of assets and
      liabilities that are not readily ascertained from other sources. Actual results
      may deviate from these estimates if alternative assumptions or conditions are
      used.




**Results
      of Operations**




**FOR
      THE YEAR ENDED OCTOBER 31, 2007 COMPARED TO THE YEAR ENDED OCTOBER 31,
      2006**




Revenues
      for the year ended October 31, 2007 were $28,183 compared to $68,802 for the
      year ended October 31, 2006, a decrease of $40,619 or 92.5%. The decrease in
      revenues was primarily due to our exit from the transportation business and
      our
      launch of a sports business.





Revenues
      generated consisted of 3% of the gross sales of the Company’s affiliate, Air
      Limo. The exit of the company from the transportation business to pursue a
      different business in sports and media was the primary reason for the decline
      in
      sales.





Selling,
      general and administrative expenses for the year ended October 31, 2007 were
      $401,508 compared to $8,416 for the year ended October 31, 2006, an increase
      of
      $393,092 or 97.90%. The increase was due primarily to the launch of the sports
      business which occurred in the year ended October 31, 2007. Selling, general
      and
      administrative expenses consist primarily of salaries and overhead costs for
      executive and administrative personnel, insurance, fees for professional
      services, including consulting, legal, and accounting fees, travel costs,
      non-cash stock compensation expense for the issuance of stock to non-employees
      and other general corporate expenses.





Other
      (income) expense for the year ended October 31, 2007 was $496,193 as compared
      to
      ($0.00) for the year ended October 31, 2006, representing an increase in other
      (income) expense of $496,193, or 100%. The increase was primarily due to
      interest charges related to the beneficial conversion feature of our convertible
      promissory notes.





Our
      net
      loss for the year ended October 31, 2007 was $664,999 compared to a net gain
      of
      $50,402 for the year ended October 31, 2006, an increase of $715,401, or
      107.58%. The increase in our net loss was primarily due to the increase in
      net
      mark to market changes in the fair value of derivative instruments relating
      to
      the convertible promissory notes.





**Liquidity
      and Capital Resources**




The
      Company has a history of operating deficits and the Company expects to continue
      to have losses until the conduct of events, when the Company realizes its
      revenues. These factors, among other things, raise substantial doubt about
      our
      ability to continue as a going concern. The consolidated financial statements
      do
      not include any adjustments relating to the recoverability and classification
      of
      recorded asset amounts or the amounts or classification of liabilities that
      might be necessary should we be unable to continue in operation.





On
      August
      16, 2007, we borrowed $500,000 from three private investors and obtained a
      facility granting us the right to borrow an additional $500,000 upon the filing
      of the registration statement, and an additional $500,000 upon the declaration
      of effectiveness of the registration statement. We also assumed $3,903,750
      of
      indebtedness owed to these same investors by Greens Worldwide Incorporated
      in
      return for being granted preferred stock in Greens Worldwide
      Incorporated..


17





Our
      total
      current assets at October 31, 2007 were $15,043,186, including $178,069 in
      cash
      as compared with $215 in total current assets at October 31, 2006, which
      included cash of $215. Additionally, we had stockholders’ equity in the amount
      of 7,339,258 at October 31, 2007 as compared to a stockholders’ deficiency of
      ($355,789) at October 31, 2006. The increase is a result of the Company’s
      acquisition of assets. We have historically incurred recurring losses and have
      financed our operations through loans, principally from affiliated parties
      such
      as our directors, and from the proceeds of debt and equity financing.





We
      financed our operations during the year ended October 31, 2007 through debt
      and
      equity financing. We expect that we will rely, at least in the near future,
      on
      our financing facilities for our financing needs. Inherently, as time progresses
      and corporate exposure in the market grows, we hope to attain greater numbers
      of
      customers and the concentrations would then diminish. Until this is
      accomplished, we will continue to attempt to secure additional financing through
      both the public and private market sectors to meet our continuing commitments
      of
      capital expenditures and until our sales revenue can provide greater liquidity.





We
      have
      historically incurred losses and we anticipate that we will not generate any
      significant revenues until the second quarter of 2009. Our current forecast
      projects our opportunity to become profitable over the next 12 months based
      on
      our current planning efforts for the USPGT event. There can be no assurance,
      however, that the sales anticipated will materialize or that we will achieve
      the
      profitability we have forecasted.





*Summary
      of Funded Debt*





As
      of
      October 31, 2007 the Company’s open convertible secured note balance was
      $662,860, listed as follows:





On
      August
      16, 2007, the Company entered into a Securities Purchase Agreement (the
“Purchase Agreement”), by and among the Company and AJW Partners, LLC, AJW
      Master Fund, Ltd. and New Millennium Capital Partners II, LLC (collectively,
      the
“Air Brook Investors”). The transactions contemplated by the Purchase Agreement
      will result in a funding of a total of $1,500,000 into the Company.





The
      Purchase Agreement provided for the sale by the Company to the SportsQuest
      Investors of callable secured convertible notes with an aggregate face amount
      of
      $1,500,000, plus interest (the “Facility Notes”). The Air Brook Investors
      purchased from the Company at closing Facility Notes with an aggregate face
      amount of $500,000 and are required to purchase additional Facility Notes with
      an aggregate face amount of $500,000 from the Company upon each of (i) the
      filing of the registration statement required by the Registration Rights
      Agreement and (iii) the declaration of effectiveness of such registration
      statement by the Securities and Exchange Commission. The Facility Notes accrue
      interest at a rate of 8% per year, require quarterly interest payments in
      certain circumstances related to the market price of the Company’s common stock,
      and are due and payable on August 16, 2010 (the “Maturity Date”). The Company is
      not required to make any principal payments until the Maturity Date, but it
      has
      the option to prepay the amounts due under the Facility Notes in whole or in
      part at any time, subject to the payment of varying prepayment penalties
      depending on the time of such prepayment, as set forth in the Facility Notes.
      The Facility Notes are convertible into common stock of the Company at a
      discount to the then current fair market value of the Company’s common stock, as
      set forth in the Facility Notes.





In
      addition, the Purchase Agreement provided for the issuance by the Company to
      the
      SportsQuest Investors of warrants to purchase 10,000,000 shares of the Company’s
      common stock (the “Warrants”). Each Warrant permits its holder to acquire shares
      of the Company’s common stock at an exercise price of $0.25 per share at any
      time through August 16, 2014.





The
      Company recorded discounts of $833,333 related to the $1,000,000 worth of
      Facility Notes issued during 2007. These discounts have been reflected as
      additional paid in capital.




Based
      on
      present revenues and expenses, we are unable to generate sufficient funds
      internally to sustain our current operations. We must raise additional capital
      or other borrowing sources to continue our operations. It is management’s plan
      to seek additional funding through the sale of common stock and the issuance
      of
      notes and debentures, including notes and debentures convertible into common
      stock. If we issue additional shares of common stock, the value of shares of
      existing stockholders is likely to be diluted.





However,
      the terms of the convertible secured debentures issued to certain of the
      existing stockholders require that we obtain the consent of such stockholders
      prior to our entering into subsequent financing arrangements. No assurance
      can
      be given that we will be able to obtain additional financing, that we will
      be
      able to obtain additional financing on terms that are favorable to us or that
      the holders of the secured debentures will provide their consent to permit
      us to
      enter into subsequent financing arrangements.


18





Our
      future revenues and profits, if any, will primarily depend upon our ability
      to
      secure sales of our sponsorship and media products. We do not presently generate
      significant revenue from the sales of our products. Although management believes
      that our products are competitive for customers seeking local, regional and
      national exposure, we cannot forecast with any reasonable certainty whether
      our
      products will gain acceptance in the marketplace and if so by when.





Except
      for the limitations imposed upon us respective to the convertible secured
      debentures, there are no material or known trends that will restrict either
      short term or long-term liquidity.




**Off-Balance
      Sheet Arrangements**




We
      do not
      have any off balance sheet arrangements that are reasonably likely to have
      a
      current or future effect on our financial condition, revenues, results of
      operations, liquidity or capital expenditures.




**Going
      Concern**




The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America which
      contemplate continuation of the Company as a going concern. However, the Company
      has year end losses from operations and had minimal revenues from operations in
      2007 and 2006. During the year ended October 31, 2007 and 2006 the Company
      incurred net loss of $716,946 and $47,349, respectively. The Company accumulated
      deficit was $1,075,788. Further, the Company has inadequate working capital
      to
      maintain or develop its operations, and is dependent upon funds from private
      investors and the support of certain stockholders.





These
      factors raise substantial doubt about the ability of the Company to continue
      as
      a going concern. The financial statements do not include any adjustments that
      might result from the outcome of these uncertainties. In this regard, Management
      is planning to raise any necessary additional funds through loans and additional
      sales of its common stock. There is no assurance that the Company will be
      successful in raising additional capital.





Our
      management expects cash flows from operating activities to improve
      significantly, primarily as a result of certain acquisitions , although there
      can be no assurance that acquisitions will materialize in revenue sufficient
      to
      meet operating expenses and fund future operations. The accompanying
      consolidated financial statements do not include any adjustments that might
      be
      necessary should we be unable to continue as a going concern. If we fail to
      generate positive cash flows or obtain additional financing when required,
      we
      may have to modify, delay or abandon some or all of our business and expansion
      plans.





**Critical
      Accounting Policies**




In
      accordance with accounting principles generally accepted in the United States
      of
      America (“U.S. GAAP”), we record certain assets at the lower of cost or fair
      market value. In determining the fair value of certain of our assets, we must
      make judgments, estimates and assumptions regarding circumstances or trends
      that
      could affect the value of theses assets, such as economic conditions. Those
      judgments, estimates and assumptions are based on information available to
      us at
      that time. Many of those conditions, trends and circumstances are outside our
      control and if changes were to occur in the events, trends or other
      circumstances on which our judgments or estimates were based, we may be required
      under U.S. GAAP to adjust those estimates that are affected by those changes.
      Changes in such estimates may require that we reduce the carrying value of
      the
      affected assets on our balance sheet (which are commonly referred to as “write
      downs” of the assets involved).





It
      is our
      practice to establish reserves or allowances to record adjustments or
“write-downs” in the carrying value of assets, such as accounts receivable. Such
      write-downs are recorded as charges to income or increases in the expense in
      our
      Statement of Operations in the periods when such reserves or allowances are
      established or increased. As a result, our judgments, estimates and assumptions
      about future events can and will affect not only the amounts at which we record
      such assets on our balance sheet but also our results of operations.





In
      making
      our estimates and assumptions, we follow U.S. GAAP applicable to our business
      and those that we believe will enable us to make fair and consistent estimates
      of the fair value of assets and establish adequate reserves or allowances.
      Set
      forth below is a summary of the accounting policies that we believe are material
      to an understanding of our financial condition and results of
      operations.




19


**Derivative
      Financial Instruments**




We
      do not
      use derivative instruments to hedge exposures to cash flow, market, or foreign
      currency risks.





We
      review
      the terms of convertible debt and equity instruments that we issue to determine
      whether there are embedded derivative instruments, including the embedded
      conversion option, that are required to be bifurcated and accounted for
      separately as a derivative financial instrument. When the risks and rewards
      of
      any embedded derivative instrument are not “clearly and closely” related to the
      risks and rewards of the host instrument, the embedded derivative instrument
      is
      generally required to be bifurcated and accounted for separately. If the
      convertible instrument is debt, or has debt-like characteristics, the risks
      and
      rewards associated with the embedded conversion option are not “clearly and
      closely” related to that debt host instrument. The conversion option has the
      risks and rewards associated with an equity instrument, not a debt instrument,
      because its value is related to the value of our common stock. Nonetheless,
      if
      the host instrument is considered to be “conventional convertible debt” (or
“conventional convertible preferred stock”), bifurcation of the embedded
      conversion option is generally not required. However, in certain circumstances,
      if the instrument is not considered to be conventional convertible debt (or
      conventional convertible preferred stock), bifurcation of the embedded
      conversion option may be required. Generally, where the ability to physical
      or
      net-share settle the conversion option is deemed to be not within our control,
      the embedded conversion option is required to be bifurcated and accounted for
      as
      a derivative financial instrument liability.





In
      connection with the sale of convertible debt and equity instruments, we may
      also
      issue freestanding options or warrants. Additionally, we may issue options
      or
      warrants to non-employees in connection with consulting or other services they
      provide. Although the terms of the options and warrants may not provide for
      net-cash settlement, in certain circumstances, physical or net-share settlement
      may be deemed to be out of our control and, accordingly, we may be required
      to
      account for these freestanding options and warrants as derivative financial
      instrument liabilities, rather than as equity.





Derivative
      financial instruments are required to be initially measured at their fair value.
      For derivative financial instruments that shall be accounted for as liabilities,
      the derivative instrument is initially recorded at its fair value and is then
      re-valued at each reporting date, with changes in the fair value reported as
      charges or credits to income.





In
      circumstances where the embedded conversion option in a convertible instrument
      may be required to be bifurcated and there are also other embedded derivative
      instruments in the convertible instrument that are required to be bifurcated,
      the bifurcated derivative instruments are accounted for as a single, compound
      derivative instrument.





If
      the
      embedded derivative instrument is to be bifurcated and accounted for as a
      liability, the total proceeds received will be first allocated to the fair
      value
      of the bifurcated derivative instrument. If freestanding options or warrants
      were also issued and are to be accounted for as derivative instrument
      liabilities (rather than as equity), the proceeds are next allocated to the
      fair
      value of those instruments. The remaining proceeds, if any, are then allocated
      to the convertible instrument itself, usually resulting in that instrument
      being
      recorded at a discount from its face amount. In circumstances where a
      freestanding derivative instrument is to be accounted for as an equity
      instrument, the proceeds are allocated between the convertible instrument and
      the derivative equity instrument, based on their relative fair
      values.





The
      identification of, and accounting for, derivative instruments is complex.
      Derivative instrument liabilities are re-valued at the end of each reporting
      period, with changes in fair value of the derivative liability recorded as
      charges or credits to income in the period in which the changes occur. For
      options, warrants and bifurcated conversion options that are accounted for
      as
      derivative instrument liabilities, we determine the fair value of these
      instruments using the Black-Scholes option pricing model, binomial stock price
      probability trees, or other valuation techniques, sometimes with the assistance
      of a valuation consultant. These models require assumptions related to the
      remaining term of the instruments and risk-free rates of return, our current
      common stock price and expected dividend yield, and the expected volatility
      of
      our common stock price based on not only the history of our stock price but
      also
      the experience of other entities considered comparable to us. The identification
      of, and accounting for, derivative instruments and the assumptions used to
      value
      them can significantly affect our financial statements.





The
      derivatives (convertible debentures) issued on August 16, 2007 have been
      accounted for in accordance with Statement of Financial Accounting Standards
      No.
      133, *“Accounting
      for Derivative Instruments and Hedging Activities”* (“SFAS
      No. 133”) and the related interpretations. SFAS No. 133, as amended and the
      Financial Accounting Standards Board Emerging Issues Task Force
      Issue  *“Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock”* (“EITF
      No. 00-19”).





**Revenue
      Recognition**





Revenue
      includes sponsorship and media sales. The Company recognizes revenue from
      product sales in accordance with Staff Accounting Bulletin (SAB) No. 104,
“Revenue Recognition in Financial Statement” which is at the time customers are
      invoiced at shipping point, provided title and risk of loss has passed to the
      customer, evidence of an arrangement exists, fees are contractually fixed or
      determinable, collection is reasonably assured through historical collection
      results and regular credit evaluations, and there are no uncertainties regarding
      customer acceptance.


20





**Impairment
      of Intangible Assets**




We
      operate in an industry that is rapidly evolving and extremely competitive.
      It is
      reasonably possible that our accounting estimates with respect to the useful
      life and ultimate recoverability of our carrying basis of intangible assets
      could change in the near term and that the effect of such changes on the
      financial statements could be material. In accordance with Statement of
      Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”,
      we complete a test for impairment of certain other intangible assets annually
      and whenever events or circumstances indicate a potential impairment.




**Stock
      Based Transactions**




We
      have
      concluded various transactions where we paid the consideration in shares of
      our
      common stock and/or warrants or options to purchase shares of our common stock.
      These transactions include:





-
            Acquiring
                the services of various professionals who provided us with a range
                of
                corporate consultancy services, including developing business and
                financial models, financial advisory services, strategic planning,
                development of business plans, investor presentations and advice
                and
                assistance with investment funding;




-
            Retaining
                the services of our Advisory Board to promote the business of the
                Company;




-
            Settlement
                of our indebtedness; and




-
            Providing
                incentives to attract, retain and motivate employees who are important
                to
                our success.





When
      our
      stock is used, the transactions are valued using the price of the shares on
      the
      date they are issued or if the value of the asset or service being acquired
      is
      available and is believed to fairly represent its market value, the transaction
      is valued using the value of the asset or service being provided.





When
      options or warrants to purchase our stock are used in transactions with third
      parties or our employees, the transaction is valued using the Black-Scholes
      valuation method. The Black-Scholes valuation method is widely used and accepted
      as providing the fair market value of an option or warrant to purchase stock
      at
      a fixed price for a specified period of time. Black-Scholes uses five (5)
      variables to establish market value of stock options or warrants:





-
      strike
      price (the price to be paid for a share of our stock);





-
      price
      of our stock on the day options or warrants are granted;





-
      number
      of days that the options or warrants can be exercised before they
      expire;





-
      trading
      volatility of our stock; and





-
      annual
      interest rate on the day the option or warrant is granted.





The
      determination of expected volatility requires management to make an estimate
      and
      the actual volatility may vary significantly from that estimate. Accordingly,
      the determination of the resulting expense is based on a management estimate.




**Recent
      Accounting Pronouncements**




*Determination
      of the Useful Life of Intangible Assets*




In
      April
      2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
      Position on Financial Accounting Standard (“FSP FAS”) No. 142-3, “Determination
      of the Useful Life of Intangible Assets”, which amends the factors that should
      be considered in developing renewal or extension assumptions used to determine
      the useful life of intangible assets under SFAS No. 142 “Goodwill and Other
      Intangible Assets”.  The intent of this FSP is to improve the consistency
      between the useful life of a recognized intangible asset under SFAS No. 142
      and
      the period of the expected cash flows used to measure the fair value of the
      asset under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S.
      generally accepted accounting principles.    The Company is
      currently evaluating the potential impact of FSP FAS No. 142-3 on its
      consolidated financial statements.


21


*Disclosure
      about Derivative Instruments and Hedging Activities*




In
      March
      2008, the FASB issued SFAS No. 161, *“* Disclosure
      about Derivative Instruments and Hedging Activities *,* an
      amendment of SFAS No. 133”, (SFAS 161). This statement requires that objectives
      for using derivative instruments be disclosed in terms of underlying risk and
      accounting designation. The Company is required to adopt SFAS No. 161 on January
      1, 2009. The Company is currently evaluating the potential impact of SFAS No.
      161 on the Company’s consolidated financial statements.




*Delay
      in Effective Date*




In
      February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB
      Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for
      all nonfinancial assets and nonfinancial liabilities, except those that are
      recognized or disclosed at fair value on a recurring basis (at least annually)
      to fiscal years beginning after November 15, 2008, and interim periods
      within those fiscal years. The impact of adoption was not material to the
      Company’s consolidated financial condition or results of
      operations.




*Business
      Combinations*




In
      December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS
      141(R)). This Statement replaces the original SFAS No. 141. This Statement
      retains the fundamental requirements in SFAS No. 141 that the acquisition
      method of accounting (which SFAS No. 141 called the *purchase
      method* )
      be used
      for all business combinations and for an acquirer to be identified for each
      business combination. The objective of SFAS No. 141(R) is to improve the
      relevance, and comparability of the information that a reporting entity provides
      in its financial reports about a business combination and its effects. To
      accomplish that, SFAS No. 141(R) establishes principles and requirements for
      how
      the acquirer:




a.
            Recognizes
                and measures in its financial statements the identifiable assets
                acquired,
                the liabilities assumed, and any noncontrolling interest in the
                acquiree.




b.
            Recognizes
                and measures the goodwill acquired in the business combination or
                a gain
                from a bargain purchase.




c.
            Determines
                what information to disclose to enable users of the financial statements
                to evaluate the nature and financial effects of the business
                combination.




This
      Statement applies prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008 and may not be applied before
      that date.  The
      Company is unable at this time to determine the effect that its adoption of
      SFAS
      No. 141(R) will have on its consolidated results of operations and financial
      condition.




*Noncontrolling
      Interests in Consolidated Financial Statements—an amendment of ARB No.
      51*




In
      December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
      Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS No.
      160). This Statement amends the original Accounting Review Board (ARB) No.
      51
“Consolidated Financial Statements” to establish accounting and reporting
      standards for the noncontrolling interest in a subsidiary and for the
      deconsolidation of a subsidiary. It clarifies that a noncontrolling interest
      in
      a subsidiary is an ownership interest in the consolidated entity that should
      be
      reported as equity in the consolidated financial statements. This Statement
      is
      effective for fiscal years and interim periods within those fiscal years,
      beginning on or after December 15, 2008 and may not be applied before that
      date.
      The Company is unable at this time to determine the effect that its adoption
      of
      SFAS No. 160 will have on its consolidated results of operations and financial
      condition.




*Fair
      Value Option for Financial Assets and Financial Liabilities*




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities – Including an amendment of SFAS
      No. 115” (SFAS No. 159), which becomes effective for the Company on February 1,
      2008, permits companies to choose to measure many financial instruments and
      certain other items at fair value and report unrealized gains and losses in
      earnings. Such accounting is optional and is generally to be applied instrument
      by instrument. The Company does not anticipate that the election, of this
      fair-value option will have a material effect on its consolidated financial
      condition, results of operations, cash flows or disclosures.


22




*Fair
      Value Measurements*




In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
      No. 157). SFAS No. 157 provides guidance for using fair value to measure assets
      and liabilities. SFAS No. 157 addresses the requests from investors for expanded
      disclosure about the extent to which companies’ measure assets and liabilities
      at fair value, the information used to measure fair value and the effect of
      fair
      value measurements on earnings. SFAS No. 157 applies whenever other standards
      require (or permit) assets or liabilities to be measured at fair value, and
      does
      not expand the use of fair value in any new circumstances. SFAS No. 157 is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007 and will be adopted by the Company in the first quarter of
      fiscal year 2008. The Company is unable at this time to determine the effect
      that its adoption of SFAS No. 157 will have on its consolidated results of
      operations and financial condition.




*Accounting
      Changes and Error Corrections*




In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
      (SFAS No. 154), which replaces Accounting Principles Board (APB) Opinion No.
      20,
      "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim
      Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154
      provides guidance on the accounting for and reporting of accounting changes
      and
      error corrections, and it establishes retrospective application, or the latest
      practicable date, as the required method for reporting a change in accounting
      principle and the reporting of a correction of an error. SFAS No. 154 is
      effective for accounting changes and corrections of errors made in fiscal years
      beginning after December 15, 2005. The Company adopted SFAS No. 154 in the
      first
      quarter of fiscal year 2007 and does not expect it to have a material impact
      on
      its consolidated results of operations and financial condition.




23




**Report
          of Independent Registered Public Accounting Firm**
  
 We
          have
          audited the accompanying balance sheet of Sportsquest, Inc. as of October
          31,
          2007 and the related statements of operations, stockholders’ equity, and cash
          flows for the year then ended. These financial statements are the responsibility
          of company’s management. Our responsibility is to express an opinion on these
          financial statements based on our audit.
 
 We
          conducted our audit in accordance with standards of The Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. An audit includes examining,
          on a
          test basis, evidence supporting the amounts and disclosures in the financial
          statements. An audit also includes assessing the accounting principles
          used and
          significant estimates made by management, as well as evaluating the overall
          financial statements presentation. We believe that our audit provides a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Sportsquest, Inc. at October
          31,
          2007 and the results of its operations and its cash flows for the year
          then
          ended in conformity with U.S. Generally Accepted Accounting
          Principles.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. The Company has suffered losses from
          operations and has a net capital deficiency that raise substantial doubt
          about
          its ability to continue as a going concern. The financial statements do
          not
          include any adjustments that might result from the outcome of this uncertainty.
  
 Gately
          & Associates, L.L.C.
 Winter
          Park, FL
 August
          8,
          2008


F-1




**ITEM
      7. FINANCIAL STATEMENTS**


**SPORTSQUEST,
        INC.**
 **BALANCE
        SHEET**
 **As
        of October 31, 2007 and October 31, 2006**
 
 **ASSETS**
 
 **10/31/2007**
              
              **10/31/2006****CURRENT
                  ASSETS**Cash
              
              $
              178,069
              
              $
              215Total
                  Current Assets
              
              
              178,069
              
              
              215**OTHER
                  CURRENT ASSETS**Deferred
                  Tax Asset
              
              
              189,534
              
              
              -Investment
                  in Subsidiary
              
              
              650,000
              
              
              -Preferred
                  Stock in Investment
              
              
              3,903,750
              
              
              -Due
                  From Related Party
              
              
              37,140
              
              
              -Inventory
                  - Media
              
              
              10,000,000
              
              
              -Prepaid
                  Packages
              
              
              84,693
              
              
              -Total
                  Other Current Assets
              
              
              14,865,117
              
              
              -**FIXED
                  ASSETS**Furniture
                  & Equipment
              
              
              10,500Accum
                  deprec - Furn & Equip
              
              
              (750
              )Total
                  Fixed Assets
              
              
              9,750
              
              
              -**OTHER
                  ASSETS**Goodwill
              
              
              487,700
              
              
              -Total
                  Other Assets
              
              
              487,700
              
              
              -**TOTAL
                  ASSETS**
              
              $
              15,540,636
              
              $
              215
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-2
 
 **SPORTSQUEST,
        INC.**
 **BALANCE
        SHEET**
 **As
        of October 31, 2007 and October 31, 2006**
 
 **LIABILITIES
        AND STOCKHOLDERS' EQUITY**
 
 **10/31/2007**
              
              **10/31/2006****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              $
              104,239
              
              $
              574Payroll
                  Liabilities
              
              
              1,857
              
              
              -Compensation
                  payable
              
              
              78,672
              
              
              -Due
                  to affiliate
              
              
              -
              
              
              355,430Notes
                  payable
              
              
              4,053,750
              
              
              -Total
                  Current Liabilities
              
              
              4,238,518
              
              
              356,004**LONG-TERM
                  LIABILITIES**Note
                  Payable
              
              
              3,300,000
              
              
              -Bond
                  Payable
              
              
              662,860
              
              
              -Total
                  Long Term Liabilities
              
              
              3,962,860
              
              
              -**TOTAL
                  LIABILITIES**
              
              
              8,201,378
              
              
              356,004**STOCKHOLDERS'
                  EQUITY**Preferred
                  Stock, $.0001 par value: 1,200,000 shares authorized; none
                  issued
              
              
              -
              
              
              -Common
                  Stock, $.0001 par value Authorized: 98,800,000 Issued: 11,897,594
                  and
                  2,427,922, respectively
              
              
              1,190
              
              
              243Additional
                  paid in capital
              
              
              8,784,245
              
              
              425,146Accumulated
                  deficit
              
              
              (1,446,177
              )
              
              (781,178
              )Total
                  Stockholders' Equity
              
              
              7,339,258
              
              
              (355,789
              )**TOTAL
                  LIABILITIES AND EQUITY**
              
              $
              15,540,636
              
              $
              215
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-3
 
 **SPORTSQUEST,
        INC.**
 **STATEMENT
        OF OPERATIONS**
 **For
        the twelve months ending October 31, 2007 and 2006**
 
 **TWELVE**
              
              **TWELVE****MONTHS**
              
              **MONTHS****10/31/2007**
              
              **10/31/2006****REVENUE**
              
              $
              28,183
              
              $
              68,802**COST
                  OF SERVICES**
              
              
              -
              
              
              -**GROSS
                  PROFIT**
              
              
              28,183
              
              
              68,802**GENERAL
                  AND ADMINISTRATIVE EXPENSES**
              
              
              401,508
              
              
              8,416**OPERATING
                  LOSS**
              
              
              (373,325
              )
              
              60,386**INTEREST
                  EXPENSE**
              
              
              (496,193
              )
              
              -**GAIN
                  ON SALE OF SUBSIDIARY**
              
              
              14,985
              
              
              -**INCOME/(LOSS)
                  BEFORE INCOME TAXES**
              
              
              (854,533
              )
              
              60,386**PROVISION
                  FOR INCOME TAXES**Federal
              
              
              (189,534
              )
              
              7,500State
              
              
              -
              
              
              2,484**NET
                  INCOME/(LOSS)**
              
              $
              (664,999
              )
              $
              50,402**Earnings
                  (loss) per share, basic**
              
              $
              (0.16
              )
              $
              0.02**Weighted
                  average number of common shares**
              
              
              4,219,177
              
              
              2,427,922
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-4
 
 **SPORTSQUEST,
        INC.**
 **STATEMENT
        OF STOCKHOLDERS' EQUITY**
 **As
        of December 31, 2007**
 
 **ADDITIONAL****COMMON**
              
              **PAR**
              
              **PAID IN**
              
              **ACCUM**
              
              **TOTAL****STOCK**
              
              **VALUE**
              
              **CAPITAL**
              
              **DEFICIT**
              
              **EQUITY**Balance,
                  October 31, 2005
              
              
              2,427,922
              
              $
              243
              
              $
              425,146
              
              $
              (831,580
              )
              $
              (406,191
              )Net
                  income (loss)
              
              
              
              
              
              
              
              
              
              
              
              50,402
              
              
              50,402Balance,
                  October 31, 2006
              
              
              2,427,922
              
              $
              243
              
              $
              425,146
              
              $
              (781,178
              )
              $
              (355,789
              )Other
                  changes for the six months ended April 30, 2007
              
              
              (150,000
              )
              
              (15
              )
              
              (14,985
              )
              
              
              
              
              (15,000
              )Capital
                  Contribution on August 16, 2007
              
              
              -
              
              
              -
              
              
              500,000
              
              
              
              
              
              500,000In-Kind
                  Contribution
              
              
              -
              
              
              -
              
              
              1,013
              
              
              
              
              
              1,013Common
                  stock issued for debt release on August 16, 2007
              
              
              6,800,000
              
              
              680
              
              
              339,320
              
              
              
              
              
              340,000Capital
                  Contribution on August 16, 2007
              
              
              
              
              
              
              
              
              6,700,000
              
              
              
              
              
              6,700,000Common
                  stock issued for assets August 21, 2007 at $0.0001
              
              
              2,000,000
              
              
              200
              
              
              -
              
              
              
              
              
              200Capital
                  Contribution on September 13, 2007
              
              
              -
              
              
              -
              
              
              500
              
              
              
              
              
              500Capital
                  Contribution on September 21, 2007
              
              
              -
              
              
              -
              
              
              333,333
              
              
              
              
              
              333,333Common
                  stock issued for assets September 25, 2007 at $0.0001
              
              
              819,672
              
              
              82
              
              
              499,918
              
              
              
              
              
              500,000Net
                  income (loss)
              
              
              
              
              
              
              
              
              
              
              
              (664,999
              )
              
              (664,999
              )Balance,
                  October 31, 2007
              
              
              11,897,594
              
              $
              1,190
              
              $
              8,784,245
              
              $
              (1,446,177
              )
              $
              7,339,258
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-5
 
 **SPORTSQUEST,
        INC.**
 **STATEMENTS
        OF CASH FLOWS**
 **For
        the twelve months ending October 31, 2007 and 2006**
 
 **TWELVE**
              
              **TWELVE****MONTHS**
              
              **MONTHS****10/31/2007**
              
              **10/31/2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income (loss)
              
              $
              (664,999
              )
              $
              50,402Adjustments
                  to reconcile net income to net cash provided by (used in) operating
                  activities:Adjustments
                  for charges not requiring outlay of cash:In-kind
                  Contribution
              
              
              1,013
              
              
              -Non-cash
                  interest on beneficial bond conversion
              
              
              333,333Non-cash
                  office exp from stock acquisition
              
              
              2,000Non-cash
                  bond issuance exp
              
              
              5,000Provision
                  for income taxes
              
              
              (189,534
              )
              
              7500Write-off
                  of Deposit
              
              
              -
              
              
              650Depreciation
              
              
              750
              
              
              -Gain
                  on Sale of Subsidiary
              
              
              (15,000
              )(Increase)/Decrease
                  in prepaid expenses
              
              
              (84,693
              )Increase/(Decrease)
                  in amount due to affiliate
              
              
              (15,430
              )
              
              (59,307
              )Increase
                  (Decrease) in accounts payable
              
              
              104,239
              
              
              -Increase
                  (Decrease) in accrued expenses
              
              
              1,283
              
              
              574Increase
                  (Decrease) in accrued interest
              
              
              162,860
              
              
              -Increase
                  (Decrease) in compensation payable
              
              
              78,672
              
              
              -Total
                  adjustments to net income
              
              
              384,493
              
              
              (50,583
              )Net
                  cash provided by (used in) operating activities
              
              
              (280,506
              )
              
              (181
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**None
              
              
              -
              
              
              -Net
                  cash flows provided by (used in) investing activities
              
              
              -
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Cash
                  Received from Affiliate
              
              
              -
              
              
              300Cash
                  (Paid) to Affiliate
              
              
              (37,140
              )
              
              -Contribution
                  of Capital
              
              
              500Cash
                  Received on bond payable
              
              
              495,000
              
              
              -Net
                  cash provided by (used in) financing activities
              
              
              458,360
              
              
              300**CASH
                  RECONCILIATION**Net
                  increase (decrease) in cash and cash equivalents
              
              
              177,854
              
              
              119Cash
                  and cash equivalents - beginning balance
              
              
              215
              
              
              96**CASH
                  AND CASH EQUIVALENTS BALANCE END OF PERIOD**
              
              $
              178,069
              
              $
              215
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-6
   SPORTSQUEST,
        INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 OCTOBER
        31, 2007
  NOTE
                  1
              ORGANIZATION
 
 We
        were
        incorporated in the state of Delaware on April 3, 1986 under the name Bay
        Head
        Ventures, Inc. We changed our name to Air Brook Airport Express, Inc. on
        December 8, 1988. On August 20, 2007, we changed our name to SportsQuest,
        Inc.
        The Company was formed primarily to investigate potential merger candidates,
        asset purchases and other possible business acquisitions.
 
 BUSINESS
 
 The
        Company continues to seek business acquisitions, but its primary activities
        are
        to create, develop, own and manage high end sports events and their operating
        entities, as well as executing a growth strategy involving acquisitions of
        diverse and effective sports marketing platforms.
  NOTE
                  2
              GOING
                  CONCERN UNCERTAINTY
  The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As shown in the financial
        statements, the Company had a material working capital deficiency and an
        accumulated deficit at October 31, 2007. These factors raise substantial
        doubt
        about the ability of the Company to continue as a going concern. The financial
        statements do not include adjustments relating to the recoverability of assets
        and classification of liabilities that might be necessary should the Company
        be
        unable to continue in operation with its affiliate.
 
 The
        Company's present plans, the realization of which cannot be assured, to overcome
        these difficulties include but are not limited to the continuing effort to
        investigate business acquisition and merger opportunities.
  NOTE
                  3
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
  a.
              Cash
 
 For
        purposes of the Statement of Cash Flows, the Company considers all short-term
        debt securities purchased with a maturity of three months or less to be cash
        equivalents.
  b.
              Fair
                  Value of Financial Instruments
 
 The
        carrying amounts of the Company’s financial instruments, which include cash
        equivalents and current liabilities, approximate their fair values at October
        31, 2007.
 
 c.
              Earnings
                  Per Share
 
 Basic
        and
        diluted net income per common share is computed by dividing the net income
        available to common shareholders for the period by the weighted average number
        of shares of common stock outstanding during the period. The number of weighted
        average shares outstanding as well as the amount of net income per share
        is the
        same for basic and diluted per share calculations for all periods reflected
        in
        the accompanying financial statements.
  F-7
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
  d.
              Income
                  Taxes
 
 The
        Company accounts for income taxes in accordance with Statement of Financial
        Accounting Standards No. 109 "Accounting for Income Taxes", which requires
        the
        use of the "liability method". Accordingly, deferred tax liabilities and
        assets
        are determined based on 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. Current income taxes are
        based
        on the income that is currently taxable.
  e.
              Use
                  of Estimates
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect certain reported amounts and disclosures. Accordingly, actual results
        could differ from those estimates.
  f.
              Advertising
                  Costs
  The
        Company expenses advertising costs when the advertisement occurs. There were
        no
        expenditures for advertising during the years ended October 31, 2007 or
        2006.
  g.
              Recognition
                  of Revenue
 
 Revenue
        reported to date is realized from commissions on sales at the Satellite
        Terminals and is recognized on the accrual basis. Recognition occurs daily,
        upon
        receipt of daily reports of sales of the Satellite Terminals.
  h.
              Recent
                    Accounting Pronouncements
  SFAS
        No.
        155 amends SFAS No. 140, " *Accounting
        for the Impairment or Disposal of Long-Lived Assets* ",
        to
        allow a qualifying special-purpose entity to hold a derivative financial
        instrument that pertains to a beneficial interest other than another derivative
        financial instrument. SFAS No. 155 applies to all financial instruments acquired
        or issued after the beginning of an entity's first fiscal year that begins
        after
        September 15, 2006, with earlier application allowed. The adoption of this
        statement is not expected to have a material effect on the Company's future
        reported financial position or results of operations.
 
 In
        March
        2006, the FASB issued SFAS No. 156, " *Accounting
        for Servicing of Financial Assets, an amendment of FASB Statement No. 140,
        Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities* ".
        This
        statement requires all separately recognized servicing assets and servicing
        liabilities be initially measured at fair value, if practicable, and permits
        for
        subsequent measurement using either fair value measurement with changes in
        fair
        value reflected in earnings or the amortization and impairment requirements
        of
        Statement No. 140. The subsequent measurement of separately recognized servicing
        assets and servicing liabilities at fair value eliminates the necessity for
        entities that manage the risks inherent in servicing assets and servicing
        liabilities with derivatives to qualify for hedge accounting treatment and
        eliminates the characterization of declines in fair value as impairments
        or
        direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
        year
        beginning after September 15, 2006. The adoption of this statement is not
        expected to have a material effect on the Company's future reported financial
        position or results of operations.
  In
        June
        2006, the FASB issued FASB Interpretation No. 48, *“Accounting
        for Uncertainty in Income Taxes, an interpretation of FASB Statements No.
        109”* .
        FIN 48
        clarifies the accounting for uncertainty in income taxes by prescribing a
        two-step method of first evaluating whether a tax position has met a more
        likely
        than not recognition threshold and second, measuring that tax position to
        determine the amount of benefit to be recognized in the financial statements.
        FIN 48 provides guidance on the presentation of such positions within a
        classified statement of financial position as well as on derecognition, interest
        and penalties, accounting in interim periods, disclosure, and transition.
        FIN 48
        is effective for fiscal years beginning after December 15, 2006. The adoption
        of
        this statement is not expected to have a material effect on the Company's
        future
        reported financial position or results of operations.
  F-8
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
 In
        September 2006, the FASB issued SFAS No. 157, “ *Fair
        Value Measurements* ”.
        The
        objective of SFAS 157 is to increase consistency and comparability in fair
        value
        measurements and to expand disclosures about fair value measurements. SFAS
        157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles, and expands disclosures about fair
        value measurements. SFAS 157 applies under other accounting pronouncements
        that
        require or permit fair value measurements and does not require any new fair
        value measurements. The provisions of SFAS No. 157 are effective for fair
        value
        measurements made in fiscal years beginning after November 15, 2007. The
        adoption of this statement is not expected to have a material effect on the
        Company's future reported financial position or results of
        operations.
  In
        February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        159, “ *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        an
        Amendment of FASB Statement No. 115* ”.
        This
        statement permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. Most of the provisions of SFAS No. 159
        apply
        only to entities that elect the fair value option. However, the amendment
        to
        SFAS No. 115 “ *Accounting
        for Certain Investments in Debt and Equity Securities* ”
applies
        to all entities with available-for-sale and trading securities. SFAS No.
        159 is
        effective as of the beginning of an entity’s first fiscal year that begins after
        November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
        year that begins on or before November 15, 2007, provided the entity also
        elects
        to apply the provision of SFAS No. 157, “ *Fair
        Value Measurements”.* The
        adoption of this statement is not expected to have a material effect on the
        Company's financial statements.
 
 In
        December 2007, the FASB issued Statement of Financial Accounting Standards
        No.
        141 (Revised), *Business
        Combinations* (“SFAS
        141R”). This statement provides companies with principles and requirements on
        how an acquirer recognizes and measures in its financial statements the
        identifiable assets acquired, liabilities assumed, and any non-controlling
        interest in the acquiree as well as the recognition and measurement of goodwill
        acquired in a business combination. The statement also requires certain
        disclosures to enable users of the financial statements to evaluate the nature
        and financial effects of the business combination. Acquisition costs associated
        with the business combination will generally be expensed as incurred. SFAS
        141R
        is effective for business combinations occurring in fiscal years beginning
        after
        December 15, 2008. Early adoption of this statement is not
        permitted.
  NOTE
                  4
              PROPERTY
                    AND EQUIPMENT
 
 Property
        and equipment at October 31, 2007 were as follows:
  Furniture
                  & Equipment
              
              $
              10,500Less
                  accumulated depreciation
              
              
              (750
              )$
              9,750
  During
        the year ended October 31, 2007and 2006, the Company recorded depreciation
        expense of $750 and $0 respectively.
 
 Pursuant
        to two 1991 agreements, Abex transferred all of its transportation equipment
        and
        the operating activities of a ground transportation facility in Ridgewood,
        New
        Jersey to its affiliate, Air Limo. Air Limo in return has agreed to pay Abex
        a
        fee equal to ten (10%) percent of gross collections from such
        facility.
  NOTE
                  5
              RELATED
                    PARTY TRANSACTIONS
  On
        May 1,
        1993, Abex entered into an agreement with Air Limo concerning a second Satellite
        Terminal operated by Air Limo in the Borough of Montvale. Pursuant to this
        agreement, Air Limo bears all costs of operating the facility and pays Abex
        three percent (3%) of the gross receipts generated by the
        facility.
  F-9
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
  Air
        Limo
        has stated its intention to advance funds on behalf of the Company and its
        subsidiary as long as Air Limo deems this necessary and as long as Air Limo
        is
        financially able to do so. Such advances are due on demand and Air Limo may
        terminate this arrangement at any time.
 
 In
        March
        2007, Air Brook Limousine notified us that it had experienced extraordinary
        increases in the cost of performing the agreements and advised us of its
        intent
        to cancel the contracts. As part of a settlement of issues, we entered into
        an
        Agreement and Plan of Reorganization dated March 8, 2007, pursuant to which,
        among other things, we agreed that A.B. Park & Fly would be merged with and
        into a wholly-owned subsidiary of Air Brook Limousine, wherein the separate
        existence of A.B. Park & Fly would cease. In consideration for the
        preceding, Air Brook Limousine agreed to deliver to us 150,000 shares of
        our
        common stock, which we canceled as outstanding shares. This merger was completed
        on March 15, 2007.
 
 On
        August
        16, 2007, Lextra Management Group, Inc., an event management company, acquired
        51.16% of our issued and outstanding common stock pursuant to an Agreement
        dated
        June 26, 2007 by and among Lextra, our company and certain of our principal
        stockholders. Pursuant to the terms of this agreement, at the closing, Lextra
        acquired (a) 1,165,397 shares representing 51.16% of the issued and outstanding
        shares of our common stock from the selling stockholders for an aggregate
        purchase price of $116,500 and (b) an outstanding accounts receivable due
        to Air
        Brook Limousine by us in the amount of $340,000.  At the closing, Air Brook
        Limousine cancelled the agreement dated August 10, 1993 under which Air Brook
        Limousine stipulated that it would fund our operations for as long as Air
        Brook
        Limousine deemed necessary and as long as it was financially
        able.
 
 Per
        footnote No. 10 “Subsequent Events” the Company has chosen to account for the
        acquisition of its wholly owned subsidiary, ZCE, Inc., as an unconsolidated
        investment in the subsidiary as the Exchange Agreement and Bring Down and
        Amendment agreement is in question and may be settled or rescinded once the
        Company determines which course of action is in the best interest of the
        Company
        and its shareholders.
 
 In-Kind
        Contribution of Rent
 
 During
        the year ended October 31, 2007, the Company recorded $1,013 as in-kind
        contribution of rent paid by its affiliate.
  NOTE
                  6
              DUE
                  TO AFFILIATE
 
 On
        August
        16, 2007, 6,800,000 shares were issued for a value of $340,000 in exchange
        for
        release from debt to the Company’s affiliate.
 
 As
        of
        October 31, 2007, there was a balance due to Zaring Cioffi Entertainment
        of
        $150,000. Pursuant to the Bring Down and Amendment, the Company would service
        the debt of ZCE on a monthly basis until the registration statement was declared
        effective by the SEC and the Company had received its third tranche of funding
        in the amount of $500,000 under the callable notes dated August 17, 2007.
        In
        addition, the Company has the right of offset for the sum of $20,000 already
        advanced to ZCE on August 30, 2007, before the closing.
 NOTE
                    7
                NOTES
                    PAYABLE
 
 **•**
              On
                  August 16, 2007, the Company entered into a Securities Purchase
                  Agreement
                  (the “Purchase Agreement”), by and among the Company and AJW Partners,
                  LLC, AJW Master Fund, Ltd. and New Millennium Capital Partners
                  II, LLC
                  (collectively, the “Air Brook Investors”). The transactions contemplated
                  by the Purchase Agreement will result in a funding of a total of
                  $1,500,000 into the Company.
  F-10
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
 
 The
        Purchase Agreement provided for the sale by the Company to the SportsQuest
        Investors of callable secured convertible notes with an aggregate face amount
        of
        $1,500,000, plus interest (the “Facility Notes”). The Air Brook Investors
        purchased from the Company at closing Facility Notes with an aggregate face
        amount of $500,000 and are required to purchase additional Facility Notes
        with
        an aggregate face amount of $500,000 from the Company upon each of (i) the
        filing of the registration statement required by the Registration Rights
        Agreement and (iii) the declaration of effectiveness of such registration
        statement by the Securities and Exchange Commission. The Facility Notes accrue
        interest at a rate of 8% per year, require quarterly interest payments in
        certain circumstances related to the market price of the Company’s common stock,
        and are due and payable on August 16, 2010 (the “Maturity Date”). The Company is
        not required to make any principal payments until the Maturity Date, but
        it has
        the option to prepay the amounts due under the Facility Notes in whole or
        in
        part at any time, subject to the payment of varying prepayment penalties
        depending on the time of such prepayment, as set forth in the Facility Notes.
        The Facility Notes are convertible into common stock of the Company at a
        discount to the then current fair market value of the Company’s common stock, as
        set forth in the Facility Notes.
 
 In
        addition, the Purchase Agreement provided for the issuance by the Company
        to the
        SportsQuest Investors of warrants to purchase 10,000,000 shares of the Company’s
        common stock (the “Warrants”). Each Warrant permits its holder to acquire shares
        of the Company’s common stock at an exercise price of $0.25 per share at any
        time through August 16, 2014.
 
 The
        Company allocated the proceeds received between the Facility Notes issued
        and
        the warrant based on the relative fair values at the time of issuance in
        accordance with APB Opinion 14, *Accounting
        for Convertible Debt and Debt Issued with Stock Purchase
        Warrants* .
        The
        Company then further allocated the proceeds received to the beneficial
        conversion feature in accordance with EITF Issue No. 98-5, *Accounting
        for Convertible Securities with Beneficial Conversion Features or Contingently
        Adjustable Conversion Ratios* ,
        and the
        guidance in EITF Issue No. 00-27, *Application
        of Issue No. 98-5 to Certain Convertible Instruments.* The fair
        value of the warrant was estimated on the date of issuance using the
        Black-Scholes valuation model and the assumptions described in the table
        below:
  Fair
                  value of underlying stock at date of issuance
              
              $
              0.51Exercise
                  price
              
              $
              0.25Expected
                  life
              
              
              7
                  yearsExpected
                  dividend yield
              
              
              0
              %Risk-free
                  interest rate
              
              
              4.39
              %Volatility
              
              
              62.08
              %
 
  As
        of a
        result of the above allocations, the Company recorded discounts of $833,333
        related to the $1,000,000 worth of Facility Notes issued during 2007. These
        discounts have been reflected as additional paid in capital in the accompany
        statement of stockholders’ equity. During 2007, the Company recorded
        approximately $496,193 of interest expense related to the amortization of
        the
        discounts.
 
 As
        a
        condition to entering into the Purchase Agreement, the Company and the
        SportsQuest Investors entered into a Registration Rights Agreement, dated
        as of
        August 16, 2007. As set forth in the Registration Rights Agreement, the Company
        has agreed to file a registration statement with the Securities and Exchange
        Commission, within 30 days, to cover the resale by the SportsQuest Investors
        of
        the shares of the Company’s common stock into which the Facility Notes are
        convertible. The Company has further agreed to use its best efforts to have
        such
        registration statement declared effective and to keep such registration
        statement effective until the earlier of (i) the date on which all of the
        securities covered by the registration statement have been sold and (ii)
        the
        date on which such securities may be immediately sold to the public without
        registration or restriction. The Company has also granted piggyback registration
        rights to the SportsQuest Investors, to the extent that it files a registration
        statement for its own account, for the same period.
  F-11
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
 
 **•**
              On
                  August 16, 2007, the Company loaned $500,000 to Lextra Management
                  Group,
                  Inc. (“Lextra”), as set forth in a callable secured note (the “Lextra
                  Note”) containing terms substantially similar to the Facility Notes.
                  The
                  Lextra Note, however, does not contain any provision for the outstanding
                  amount due under it to be converted into Lextra’s stock. This note was
                  satisfied during the period through the Asset Purchase Agreement
                  referred
                  to in note 9.
 
 **•**
              On
                  August 17, 2007, the Company entered into a Stock Issuance, Assumption
                  and
                  Release Agreement (the “Assumption Agreement”), by and among the Company
                  and Greens Worldwide Incorporated (“Greens Worldwide”) and AJW Partners,
                  LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium
                  Capital Partners II, LLC (collectively, the “Greens Worldwide Investors”).
                  The transactions contemplated by the Assumption Agreement include
                  the
                  following:
  **•**
              The
                  issuance by Greens Worldwide of 390,000 shares of its Series A
                  Convertible
                  Preferred Stock, par value $10.00 per share (the “Series A Preferred
                  Stock”), to the Company; and
 
 **•**
              The
                  assumption by the Company of 50% of Greens Worldwide’s indebtedness to the
                  Greens Worldwide Investors under a Securities Purchase Agreement,
                  dated as
                  of March 22, 2007, by and among Greens Worldwide and the Greens
                  Worldwide
                  Investors (the “Greens Worldwide
                  Agreement”).
 
 Under
        the
        terms of the Assumption Agreement, the Greens Worldwide Investors will release
        Greens Worldwide from its obligations under the notes described above. In
        consideration for such release, the Company will issue to the SportsQuest
        Investors (who are the successors to the Greens Worldwide Investors) callable
        secured convertible notes with an aggregate face amount of $3,903,750, including
        interest (collectively, the “Assumption Notes”), and Greens Worldwide will issue
        to the SportsQuest Investors callable secured convertible notes with an
        aggregate face amount of $3,903,750, including interest. The Assumption Notes
        have the same terms and conditions as the notes described above, except that
        the
        Assumption Notes are convertible into the Company’s common stock.
 
 The
        Company has elected to account for the investment at cost since Greens Worldwide
        does not have common shares for the Company to convert its preferred and
        it is
        unlikely that Greens Worldwide will have common shares in the short term.
        In the
        event that Greens Worldwide has sufficient common shares available for
        conversion, and the Company was to exercise its conversion rights, the Company
        would not own more than 50% of the voting common shares of Greens
        Worldwide.
 
 **•**
              On
                  September 25, 2007, the Company entered into an Exchange Agreement
                  that
                  stipulated that the Company shall pay ZCE the sum of $150,000 in
                  cash at
                  the closing (the “Closing Cash Payment”). Under the Bring Down and
                  Amendment, the parties acknowledged that the Closing Cash Payment
                  was
                  intended to be used to pay off certain debts of the Company (the
                  Debt”).
                  Pursuant to the Bring Down and Amendment, the parties agreed that
                  the
                  Closing Cash Payment would be paid to ZCE at closing. Instead,
                  the Company
                  assumed the debt at closing and agreed to service the Debt according
                  to
                  the then current monthly schedule and pursuant to the terms of
                  the Bring
                  Down and Amendment. The Company agreed in the Bring Down and Amendment
                  to
                  pay off the Debt in full on the closing of the sale of callable
                  secured
                  convertible notes in the aggregate principal amount of $500,000
                  to AJW
                  Master Fund, Ltd., AJW Partners, LLC (collectively, “NIR”) pursuant to the
                  Securities Purchase Agreement, dated August 16, 2007, among the
                  Company
                  and NIR, which closing shall occur within five business days after
                  the
                  declaration of the effectiveness of the Form SB-2 registration
                  Statement
                  filed by the Company with the Securities and Exchange Commission
                  on
                  September 14, 2007.
  F-12
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
 NOTE
                    8
                SHAREHOLDERS’
                    EQUITY
 
 Common
        and Preferred Stock:
 
 Common
        stock includes 98,800,000 shares authorized at a par value of $0.0001, of
        which
        11,897,594 are outstanding.
 
 Preferred
        stock includes 1,200,000 shares authorized at a par value of $0.0001, of
        which
        none are issued or outstanding.
 
 For
        the
        periods ending October 31, 2007 and 2006, the Company had issued common shares
        of 11,897,594 and 2,427,922 respectively.
 
 During
        the year ended October 31, 2006, no new shares were issued.
 
 During
        the year ended October 31, 2007, the Company issued the following:
 
 In
        March
        of 2007, the Company sold a subsidiary for 150,000 shares of its own stock
        that
        had been held by the Buyer.
 
 On
        August
        16, 2007, 6,800,000 shares were issued for a value of $340,000 in exchange
        for
        release from debt to the Company’s affiliate.
 
 On
        August
        21, 2007, the Company issued 2,000,000 shares at $0.0001 as part of an Asset
        Purchase Agreement.
 
 On
        September 25, 2007, the Company issued 819,672 shares at $0.0001 as part
        of an
        Acquisition Agreement.
 NOTE
                      9
                  ACQUISITIONS
  Lextra
        Management Group, Inc.
 
 On
        August
        21, 2007, the Company entered into an Asset Purchase Agreement with Lextra
        Management Group, Inc. (“Seller”). The Company issued 2,000,000 shares of
        restricted common stock par value $.0001 plus forgiveness and discharge of
        a
        $500,000 promissory due to the Company from the Seller dated August 16, 2007.
        The Seller assigned, granted, transferred, and conveyed all of the right,
        title,
        and interest of the Seller in and to all of the assets of Seller used
        exclusively in the business (collectively, the “Purchased Assets”) free and
        clear of any and all liens, claims, charges, security interests, and
        encumbrances as the same that existed on the closing date, August 21, 2007,
        as
        follows:
  F-13
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
 A.
              All
                  intellectual property, trade name, trade secrets, trademarks, personnel
                  contracts, web site, strategic partnerships, sponsors, publications,
                  operating model, manuals, and all other confidential information
                  relating
                  to the business; and
 B.
              All
                  current, past and future clients.
 C.
              All
                  assets of the Seller.
 D.
              Media
                  Contract/Sponsorship contract with Media4Equity, Inc. in the amount
                  $10
                  million dollars, by and between the
                  Seller.
 E.
              Assignment
                  of a private equity funding commitment in the amount of $50
                  million.
 
 The
        Company shall not assume or be or become liable for any liability or obligation
        of Seller, whether known, unknown, absolute, contingent, or
        otherwise.
 
 In
        connection with the Agreement, there was an amount allocated to goodwill.
        This
        amount was related to commissions receivable on sports event packages and
        venture and media rights transferred from Lextra. The Company’s management feels
        that there will be future cash inflows in excess of the amount of goodwill
        and
        therefore no impairment on the asset was booked.
 
 ZCE,
        INC.
 
 On
        September 25, 2007, the Company completed an Exchange Agreement entered into
        on
        August 20, 2007 with Zaring-Cioffi Entertainment, LLC, a California limited
        liability company (“Zaring-Cioffi”), ZCE, Inc., a California corporation
        (“ZCE”), and Q-C Entertainment, LLC, a Washington limited liability company
        (“Q-C”). Pursuant to a Bring Down Agreement and Amendment (the “Bring Down and
        Amendment”), dated September 25, 2007, among the Company, Zaring/Cioffi
        Entertainment, Inc., Zce, David Quin (“Quin”) and Jeff Merriman Cohen (“Cohen”),
        Quin and Cohen, the sole members of Q-C, assumed the rights, obligations
        and
        liabilities of Q-C under the Exchange Agreement, as amended by the Bring
        Down
        and Amendment. Under the terms of the Exchange Agreement, as amended by the
        Bring Down and Amendment, the Company purchased 100% of the issued and
        outstanding shares of Zaring-Cioffi from its shareholders, ZCE, Quin and
        Cohen,
        in exchange for the issuance of 409,836 shares of restricted common stock
        of the
        Company to ZCE and 409,836 shares of restricted common stock of the Company
        to
        Cohen and Quin, which stock in the aggregate was valued at $500,000. In
        addition, the Company issued warrents (the “Warrants”) to purchase an aggregate
        400,000 shares of restricted common stock of the Company to the shareholders
        of
        Zaring-Cioffi according to the following Schedule:
 
 50,000
        shares to each of ZCE and Quin Cohen at a strike price of $0.50 per share
        expiring December 31, 2007; 50,000 shares to each ZCE and Quin and Cohen
        at a
        strike price of $1.00 per share expiring December 31, 2008; and 100,000 shares
        to each of ZCE and Quin and Cohen at a strike price of $1.50 per share expiring
        December 31, 2009.
 
 Furthermore,
        Quin and Cohen received, at no cost, a Bronze Level sponsorship position
        (or its
        equivalent) at all Zaring-Cioffi events through 2009.
 
 Under
        the
        Bring Down and Amendment, the Company, Zaring-Cioffi, ZCE, Cohen and Quin
        also
        made the representations and warranties set forth in the Exchange Agreement
        as
        of closing and agreed that the representations and warranties would not survive
        the closing.
 
 NOTE
                  10
              INCOME
                  TAXES
 
 The
        Company has experienced significant net operating losses in previous years
        and
        for the period ending October 31, 2007. As a result, no Federal income taxes
        have been incurred during the years ended October 31, 2007 or 2006. There
        were
        no remaining available net operating losses at October 31, 2006. The balance
        of
        the realization allowance was reduced by $10,500 during the 2006 year because
        of
        expiring net operating losses.
  F-14
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
  The
        Company has a net loss carry-forward of $1,263,561 as of October 31, 2007.
        These
        amounts can be carried forward to be used to offset future income for tax
        purposes for a period of 20 years for each year’s loss.
  The
        federal income tax payable that was accrued for the period ended October
        31,
        2007 was offset by the Company’s net operating loss carry-forward therefore the
        provisions for income tax in the income statements is $0. The federal income
        tax
        payable that was accrued for the period ended October 31, 2006 was $7,500,
        and
        was paid in 2007.
  Deferred
        income taxes reflect the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial statement purposes
        and
        the amounts used for income tax purposes. Significant components of the
        Company's deferred tax liabilities and assets as of October 31, 2007 are
        as
        follows:
 
 Deferred
                  tax assets:Federal
                  net operating loss
              
              $
              189,534Total
                  deferred tax assets
              
              
              189,534Less
                  valuation allowance
              
              
              (0
              )$
              189,534
 
 The
        reconciliation of the effective income tax rate to the federal statutory
        rate
        for the years ended October 31, 2007 and 2006 is as follows:
 
 2007
              
              2006Federal
                  income tax rate
              
              
              (15.0
              )%
              
              (15.0
              )%Effective
                  income tax rate
              
              
              15.0
              %
              
              15.0
              %
 
  NOTE
                  11
              SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOWS
                  INFORMATION
 
 Revenue
        recognition produces a reduction of the obligation to Air Limo. In addition,
        most Company expenses are paid by Air Limo and the obligation is increased.
        These transactions resulted in a net reduction of the obligation to Air Limo
        during the year ended October 31, 2006 to $59,007. During the year ended
        October
        31, 2007, the Company’s agreement with Air Brook Limousine was cancelled and the
        obligation was reduced to zero.
 
 There
        was
        no cash paid for interest during these years. $2,484 was paid for state income
        taxes during the year ended October 31, 2006.
  NOTE
                    12
                CONSOLIDATION
                    OF SUBSIDIARY
 Per
        footnote No. 4 “Related Party Transactions” as part of a settlement of issues,
        the Company entered into an Agreement and Plan of Reorganization dated March
        8,
        2007, pursuant to which, among other things, the Company agreed that A.B.
        Park
& Fly would be merged with and into a wholly-owned subsidiary of Air Brook
        Limousine, wherein the separate existence of A.B. Park & Fly would cease. In
        consideration for the proceeding, Air Brook Limousine agreed to deliver to
        us
        150,000 shares of the Company’s common stock, which the Company cancelled as
        outstanding shares. The merger was completed March 15, 2007 and therefore
        the
        Company does not account for Air Brook Limousine as a subsidiary for the
        year
        ending October 31, 2007.
  F-15
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
 NOTE
                      13
                  SUBSEQUENT
                      EVENTS
 ·
              Subsequent
                  from the completion of the Exchange Agreement and Bring Down and
                  Amendment
                  agreement with Zaring-Cioffi Entertainment, LLC, a California limited
                  liability company (“Zaring-Cioffi”), ZCE, Inc., a California corporation
                  (“ZCE”), and Q-C Entertainment, LLC, a Washington limited liability
                  company (“Q-C”), the Company uncovered discrepancies in the
                  representations of certain ZCE principals and management and the
                  operations of ZCE. The Company is currently involved in assessing
                  these
                  discrepancies and determining the best course of action. As a result,
                  the
                  management of ZCE has been terminated for
                  cause.
 
 On
        April
        3, 2008, the Company filed a lawsuit against ZC Entertainment and John Zaring
        for $20,000 in the Circuit Court of Chesapeake Virginia in connection with
        a
        promissory note. This suit by the Company is related to an advance made by
        the
        Company prior to the closing. The Company made demand on ZCE and the guarantor,
        John Zaring, but the promissory note was not paid in accordance with its
        terms.
 
 ·
              On
                  November 5, 2007, SportsQuest, Inc. (the “Company”) entered into an
                  Agreement for the Exchange of Common Stock (the “Exchange Agreement”) with
                  Javaco, Inc., an Ohio corporation (“Javaco”), and Judith Vazquez, the sole
                  shareholder of Javaco (the “Shareholder”). Javaco is an industrial
                  supplier to the cable television industry. The closing is subject
                  to the
                  conversion of Javaco, an S corporation, to a C corporation and
                  completion
                  of due diligence by the Company. Under the terms of the Exchange
                  Agreement, the Company has agreed to purchase 100% of the issued
                  and
                  outstanding shares of Javaco in exchange for that number of shares
                  of
                  common stock of the Company to be issued to the Shareholder with
                  a total
                  value of $1,000,000, with the number of shares computed by dividing
                  the
                  average closing price of the common stock of the Company for the
                  five days
                  prior to closing into the sum of $1,000,000. In addition, the Company
                  shall issue warrants to the Shareholder to purchase common stock
                  of the
                  Company according to the following schedule: 100,000 shares at
                  a strike
                  price of $0.50 per share expiring December 31, 2007, 100,000 shares
                  at a
                  strike price of $1.00 per share expiring December 31, 2008, and
                  200,000
                  shares at a strike price of $1.50 per share expiring December 31,
                  2009.
                  The Company is also obligated to pay a broker a three percent commission
                  on the closing of this transaction, payable in that number of shares
                  of
                  common stock of the Company with a total value of $30,000, with
                  the number
                  of shares determined as provided above. The closing is expected
                  to occur
                  on or about June 14, 2008, after the completion of an audit of
                  the books
                  and records of Javaco.
 
 ·
              On
                  December 15, 2007, U.S. Pro Golf Tour, Inc. (“USPGT”), a wholly-owned
                  subsidiary of Greens Worldwide Incorporated (“GRWW”), and SportsQuest,
                  Inc. (the “Company”) executed a three-year presenting title sponsorship
                  agreement (the “Agreement”). Under the Agreement, the Company has agreed
                  to issue $500,000 of its restricted common stock to GRWW and to
                  underwrite
                  all purses and expenses for “official” USPGT events through 2010, subject
                  to certain performance conditions and registration rights.The
                  Company will rely on Section 4(2) of the Securities Act of 1933,
                  as
                  amended, and the regulations promulgated thereunder, for the exemption
                  from registration for the sale of such shares. The Company withdrew
                  its
                  sponsorship as a result of the events being scheduled for launch
                  in 2009,
                  in lieu of 2008. The Company will revisit the title sponsorship
                  opportunity as soon as plans are made clearer as to the USPGT events
                  and
                  schedule for 2009.
  ·
              Effective
                  January 1, 2008, the Company entered into a consulting agreement
                  with Rick
                  Altmann, one of the Company’s directors. The agreement is for a term of
                  five years. As compensation for services, he will receive a monthly
                  fee of
                  $6000, payable on the first and 15thof
                  each month for 2008, $7000 per month for 2009, and $8000 per month
                  for
                  2010 and thereafter. The Company may pay up to a mutually agreeable
                  amount
                  of fees in common stock of the Company. The Consultant is responsible
                  for
                  all expenses that may be incurred in performing the consulting
                  services,
                  including, but not limited to, travel, third party expenses, and
                  copying
                  and mailing expenses unless otherwise pre-approved by the Company.
                  Mr.
                  Altmann also received 500,00 shares of Common stock as compensation
                  for
                  serving as a Director.
  F-16
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
 ·
              On
                  January 8, 2008, the Company executed an Executive Employment Agreement
                  with its President and Chief Executive Officer for a term of five
                  years.
                  The agreement provides for an annual base salary of $240,000, payable
                  in
                  accordance with the Company’s generally applicable payroll practices and
                  policies, but not less frequently than twice per month in arrears.
                  Annual
                  base salary will increase 10% per year
                  automatically.
 
 The
        Executive is also eligible to receive a bonus from the Company, and to
        participate in any of the Company’s bonus plan(s) that may be adopted for the
        benefit of executives of the Company. The award of any discretionary bonus
        under
        this section shall be determined by the Board of Directors of the
        Company.
 
 The
        Executive is also entitled to receive such stock options as may be granted
        to
        other executives of the Company as adopted by the Board of Directors. As
        a
        signing bonus, the Company agreed to issue 100,000 shares of Series A
        Convertible Preferred shares, convertible at the rate of one share of preferred
        for each 500 shares of common stock of the Company, with voting rights as
        if
        converted.
 
 The
        Executive has been serving the Company since August 17, 2007 through January
        7,
        2008. The Company has accrued the sum of $150,000 for the period and agrees
        to
        pay the accrued amount upon receiving funding in an amount sufficient to
        pay the
        accrual.
 
 The
        Executive and Executive’s dependants are eligible for medical health insurance
        and Executive will receive five weeks of paid vacation after one year of
        service, seven sick days, six personal days, and six major holidays per year
        as
        well as any other benefits that are available generally to other executives
        of
        the Company.
 
 The
        Company shall pay or reimburse Executive for all reasonable expenses incurred
        or
        paid by the Executive in the performance of Executive’s duties.
 
 ·
              On
                  February 26, 2008, the Company entered into a Securities Purchase
                  Agreement (the “Purchase Agreement”), by and among the Company (“Parent”),
                  and SportsQuest Management Group, Inc. (the “Subsidiary”). The Parent and
                  Subsidiary are collectively referred to as the “Company” and the secured
                  party’s signatory and their respective endorsees, transferees and assigns
                  are collectively the “Secured Party”. The transactions contemplated by the
                  Purchase Agreement will result in a funding of a total of $250,000
                  into
                  the Company.
 
 The
        Purchase Agreement provided that the Parent shall issue to the Secured Party
        certain of Parent’s 8% Callable Secured Convertible Notes, due three years from
        the date of issue, which are convertible into shares of the Company’s Common
        Stock, par value $0.0001 per share and the Parent shall issue the Secured
        Party
        certain Common Stock purchase warrants.
 
 AJW
        Master Fund or its registered assigns, is entitled to purchase from the Company
        2,000,000 fully paid and non-assessable shares of the Company’s Common Stock,
        par value $0.0001 per share, at an exercise price per share equal to
        $0.003.
  F-17
  SPORTSQUEST,
          INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 OCTOBER
          31, 2007
 AJW
        Partners, LLC or its registered assigns, is entitled to purchase from the
        Company 2,000,000 fully paid and non-assessable shares of the Company’s Common
        Stock, par value $0.0001 per share, at an exercise price per share equal
        to
        $0.003.
 
 New
        Millennium Capital Partners II, LLC or its registered assigns, is entitled
        to
        purchase from the Company 6,000,000 fully paid and non-assessable shares
        of the
        Company’s Common Stock, par value $0.0001 per share, at an exercise price per
        share equal to $0.003.
 
 ·
              On
                  May 15, 2008, Domar Exotic Furnishings, Inc. (OTCBB DMXF)
                  acquired 100,000 Preferred shares held by our President and CEO, in
                  exchange for 6.5 million of DMXF common shares. This transaction
                  represented a change in control of the Company, however effective
                  control of the Company is unchanged due to a beneficial interest
                  in the
                  Company via Domar***.***
 
 ·
              On
                  July 10, 2008, the Board of Directors approved an Assignment Agreement
                  between the Company and Domark International, Inc. transferring
                  all rights
                  of a definitive purchase agreement by and between the Company and
                  Javaco,
                  Inc to Domark International.
  F-18


**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





By
      letter
      dated September 6, 2007, Robert G. Jeffrey, C.P.A., our former auditor and
      accountant, resigned, effective August 16, 2007. The report of Jeffrey on our
      financial statements for the years ended October 31, 2006 and 2005 did not
      contain an adverse opinion or disclaimer of opinion and was not modified as
      to
      uncertainty, audit scope or accounting principles. The decision to change
      accountants was not recommended or approved by our board of directors or audit
      committee of the board of directors. During the 2005 and 2006 fiscal years
      and
      the interim period from November 1, 2006 through August 16, 2007, there were
      no
      disagreements with Jeffrey, whether or not resolved, on any matter of accounting
      principles or practices, financial statement disclosure or auditing scope or
      procedure, which, if not resolved to Jeffrey’s satisfaction, would have caused
      him to make reference to the subject matter of the disagreement in connection
      with his audit report.





During
      the same period, there were no other events required to be described under
      federal securities laws.





On
      September 7, 2007, we engaged Raiche Ende Malter & Co. LLP as our
      independent registered public accounting firm for our fiscal year ended October
      31, 2007. The decision to engage Raiche Ende Malter & Co. as our independent
      registered public accounting firm was approved by our board of directors. Raiche
      Ende Malter & Co. LLP did not review any filings nor prepare any financial
      statements upon which we rely.





On
      December 13, 2007, we engaged Gately and Associates as our independent
      registered public accounting firm for our fiscal year ended October 31, 2007.
      The decision to engage Gately and Associates as our independent registered
      public accounting firm was approved by our board of directors





We
      have
      not consulted with the Raiche Ende Malter & Co. during either of the years
      ended October 31, 2006 and 2005 or the interim period from November 1, 2006
      to
      September 7, 2007, regarding either the application of accounting principles
      to
      a specified transaction, either completed or contemplated, or the type of audit
      opinion that might be rendered on our financial statements, or any other matter
      or event required to be described under federal securities laws.





We
      have
      not consulted with the Gately and Associates, LLC during either of the years
      ended October 31, 2006 and 2005 or the interim period from November 1, 2006
      to
      September 7, 2007, regarding either the application of accounting principles
      to
      a specified transaction, either completed or contemplated, or the type of audit
      opinion that might be rendered on our financial statements, or any other matter
      or event required to be described under federal securities laws.


24




**ITEM
      8A(T). MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
      REPORTING.**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the company in accordance with as defined
      in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
      over financial reporting is designed to provide reasonable assurance regarding
      the (i) effectiveness and efficiency of operations, (ii) reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting principles, and (iii)
      compliance with applicable laws and regulations. Our internal controls framework
      is based on the criteria set forth in the Internal Control - Integrated
      Framework issued by the Committee of Sponsoring Organizations of the Treadway
      Commission (COSO).





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





Management’s
      assessment of the effectiveness of the small business issuer’s internal control
      over financial reporting is as of the year ended October 31, 2007. We believe
      that internal control over financial reporting is effective. We have not
      identified any, current material weaknesses considering the nature and extent
      of
      our current operations and any risks or errors in financial reporting under
      current operations.





This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management’s report in this annual report.





**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING.**





There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal quarter ended October 31, 2007, that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.




**ITEM
      8B. OTHER INFORMATION**




None.




**PART
      III**




**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT**




**(A)
      DIRECTORS AND EXECUTIVE OFFICERS.**




Name
            
            Age
            
            PositionR.
                Thomas Kidd
            
            61
            
            President,
                Chief Executive Officer, Chief Financial Officer, Secretary, and
                DirectorRick
                Altmann
            
            57
            
            Director





R.
      Thomas
      Kidd has served as our President, Chief Executive Officer, Chief Financial
      Officer, and Secretary since August 16, 2007. In addition, Mr. Kidd has served
      as President and CEO of Lextra Management Group, Inc. since November 2006.
      Mr.
      Kidd has served as President and CEO of Greens Worldwide Incorporated from
      June
      2005 through November 2006 and since August 17, 2007. Mr. Kidd currently serves
      as the CEO of Domark International, Inc.





Rick
      Altmann has served as our Director since September 14, 2007. Mr. Altmann has
      served as the President of American Lawnkeepers since 1996.





Directors
      are elected at the annual meeting of the stockholders and each director is
      elected to serve until his successor has been elected and qualified. Our
      officers are elected by the Board of Directors and hold office until their
      successors are elected and qualified.


25





**Family
      Relationships**




There
      are
      no family relationships between any two or more of our directors or executive
      officers. There is no arrangement or understanding between any of our directors
      or executive officers and any other person pursuant to which any director or
      officer was or is to be selected as a director or officer, and there is no
      arrangement, plan or understanding as to whether non-management shareholders
      will exercise their voting rights to continue to elect the current board of
      directors. There are also no arrangements, agreements or understandings to
      our
      knowledge between non-management shareholders that may directly or indirectly
      participate in or influence the management of our affairs.




**Involvement
      in Certain Legal Proceedings**




To
      the
      best of our knowledge, during the past five years, none of the following
      occurred with respect to a present or former director or executive officer
      of
      our Company: (1) any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time
      of the bankruptcy or within two years prior to that time; (2) any conviction
      in
      a criminal proceeding or being subject to a pending criminal proceeding
      (excluding traffic violations and other minor offenses); (3) being subject
      to
      any order, judgment or decree, not subsequently reversed, suspended or vacated,
      of any court of any competent jurisdiction, permanently or temporarily
      enjoining, barring, suspending or otherwise limiting his involvement in any
      type
      of business, securities or banking activities; and (4) being found by a court
      of
      competent jurisdiction (in a civil action), the SEC or the commodities futures
      trading commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended or vacated.





**Board
      of Directors**





Our
      Board
      of Directors currently consists of two directors.





Directors
      need not be stockholders of the Company or residents of the State of Florida.
      Directors are elected for an annual term and generally hold office until the
      next Directors have been duly elected and qualified. A vacancy on the Board
      may
      be filled by the remaining Directors even though less than a quorum remains.
      A
      Director appointed to fill a vacancy remains a Director until his successor
      is
      elected by the Stockholders at the next annual meeting of Shareholder or until
      a
      special meeting is called to elect Directors.





The
      executive officers of the Company are appointed by the Board of Directors.





During
      fiscal 2007, our Board of Directors met 2 times.





**Committees**




SportsQuest
      has two committees: the Audit Committee and the Compensation Committee. At
      this
      time, there are no members of either Committee and the Board of Directors
      performs the acts of the Committees. None of our current directors are deemed
      “independent” directors as that term is used by the national stock exchanges or
      have the requisite public company accounting background or expertise to be
      considered an “audit committee financial expert” as that term is defined under
      regulation S-B promulgated under the Securities Act of 1933, as
      amended.




It
      is
      anticipated that the principal functions of the Audit Committee will be to
      recommend the annual appointment of SportsQuest’s auditors, the scope of the
      audit and the results of their examination, to review and approve any material
      accounting policy changes affecting SportsQuest’s operating results and to
      review SportsQuest’s internal control procedures.




It
      is
      anticipated that the Compensation Committee will develop a Company-wide program
      covering all employees and that the goals of such program will be to attract,
      maintain, and motivate our employees. It is further anticipated that one of
      the
      aspects of the program will be to link an employee’s compensation to his or her
      performance, and that the grant of stock options or other awards related to
      the
      price of the common shares will be used in order to make an employee’s
      compensation consistent with shareholders’ gains. It is expected that salaries
      will be set competitively relative to the technology development industry and
      that individual experience and performance will be considered in setting
      salaries.





At
      present, executive and director compensation matters are determined by the
      entire board of directors.


26





We
      do not
      have a nominating committee. Historically our entire Board has selected nominees
      for election as directors. The Board believes this process has worked well
      thus
      far particularly since it has been the Board's practice to require unanimity
      of
      Board members with respect to the selection of director nominees. In determining
      whether to elect a director or to nominate any person for election by our
      stockholders, the Board assesses the appropriate size of the Board of Directors,
      consistent with our bylaws, and whether any vacancies on the Board are expected
      due to retirement or otherwise. If vacancies are anticipated, or otherwise
      arise, the Board will consider various potential candidates to fill each
      vacancy. Candidates may come to the attention of the Board through a variety
      of
      sources, including from current members of the Board, stockholders, or other
      persons. The Board of Directors has not yet had the occasion to, but will,
      consider properly submitted proposed nominations by stockholders who are not
      directors, officers, or employees of the Company on the same basis as candidates
      proposed by any other person.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





The
      Company does not have any class of equity securities registered pursuant to
      Section 12 of the Exchange Act. Therefore, our executive officers, directors
      and
      10% beneficial owners are not required to file initial reports of ownership
      and
      reports of changes in ownership pursuant to Section 16(a) of the Exchange
      Act.





**Code
      of Ethics** .




The
      Company has adopted a code of ethics that applies to the Company’s principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions. The Company’s code of
      ethics contains standards that are reasonably designed to deter wrongdoing
      and
      to promote:




o
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional relationships;




o
            Full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents that the Company files with, or submits to, the Commission
                and
                in other public communications made by the
                company;




o
            Compliance
                with applicable governmental laws, rules and regulations;




o
            The
                prompt internal reporting of violations of the code to the board
                of
                directors or another appropriate person or persons; and




o
            Accountability
                for adherence to the code.




**Stockholder
      Communications with the Board**





Stockholders
      who wish to communicate with the Board of Directors should send their
      communications to the Chairman of the Board at the address listed below. The
      Chairman of the Board is responsible for forwarding communications to the
      appropriate Board members.





SportsQuest ,
      Inc.


1809
      East
      Broadway #125


Oviedo,
      Fl. 32765





**ITEM
      10. EXECUTIVE COMPENSATION.**





**Summary
      Compensation Table**





The
      following table sets forth certain compensation information for: (i) the person
      who served as the Chief Executive Officer of SportsQuest during the year ended
      October 31, 2007, regardless of the compensation level, and (ii) each of our
      other executive officers, serving as an executive officer at any time during
      2007. The foregoing persons are collectively referred to in this Form 10-KSB
      as
      the “Named Executive Officers.” Compensation information is shown for the year
      ended October 31, 2007:


27




Name/Principal
              Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Incentive
              Plan Option
              Awards
              ($)
            
            Securities
              Underlying
              Options/SARs
              ($)
            
            Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
            
            All Other
              Compensation
              ($)
            
            Total
              ($)R.
                Thomas KiddChief
                Executive Officer/Pres and Director
            
            
            2007
            
            
            
            
            
            —
            
            
            —
            
            
            
            1
            
            —
            
            
            
            2
            
            —Chief
                Financial Officer2007
            
            
            
            
            
            —
            
            
            —
            
            
            
            1
            
            —
            
            
            
            2
            
            —Executive
                Vice PresidentChief
                Technical Officer




For
      the
      year ended October 31, 2007, none of our executive officers or directors was
      paid compensation exceeding $100,000.




We
      do not
      have any bonus deferred compensation or retirement plans. Such plans may be
      adopted by us when deemed reasonable by our Board of Directors. We do not have
      a
      compensation committee. All decisions regarding compensation are determined
      by
      our Board of Directors. There are no employment agreements between the Company
      and any of its officers.





Incentive
                Plan options granted to executive officers in 2007 for deferred salaries
                due to cash flow constraints.





(2)
            Nonqualified
                deferred compensation earnings to executive officers have been accrued
                for
                2007 as a result of missed salaries due to cash flow constraints.




**Outstanding
      Equity Awards At Fiscal Year-End Table**




None.




**Option
      Exercises And Stock Vested Table**




None.


28




**PENSION
      BENEFITS TABLE**




None.




**Nonqualified
      Deferred Compensation Table**




None.




**All
      Other Compensation Table**




None.




**Perquisites
      Table**




None.




There
      are
      no existing or planned option/SAR grants.




**Employment
      Agreements**





We
      are
      not a party to any employment agreements.





**Options/SAR
      Grants in Last Fiscal Year**





None.





**Aggregated
      Option Exercises and Fiscal Year-End Option Value Table**





None.





**Director
      Compensation**





Our
      directors did not receive any separate compensation for serving as such during
      fiscal 2007.




**ITEM
                11.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**





**Share
      Ownership of Certain Beneficial Owners**


The
      following table sets forth certain information as of October 31, 2007, with
      respect to the shares of common stock beneficially owned by: (i) each director;
      (ii) each executive officer; (iii) all current executive officers (regardless
      of
      salary and bonus level) and directors as a group; and (iv) each person known
      by
      us to beneficially own more than 5% of our outstanding common stock. The address
      for each shareholder is 801
      International Parkway, 5 th Floor,
      Lake Mary, Fl. 32789 .
      Unless
      otherwise indicated, the shareholders listed in the table below have sole voting
      and investment powers with respect to the shares indicated:


29


Amount
      and nature of Beneficial Ownership





Name and Address of Beneficial Owner
            
            Common Shares Presently Held
            
            Percent of ClassR.
                Thomas Kidd, President, CEO, Secretary and Director
              c/o
                SportsQuest, Inc.
              801
                International Parkway, 5th floor
              Lake
                Mary, Florida 32746
            
            
            6,475,000
            
            
            89.96
            %Rick
                Altmann, Director
              c/o
                SportsQuest, Inc.
              801
                International Parkway, 5th floor
              Lake
                Mary, Florida 32746
            
            
            500,000
            
            
            0.01
            %**All
                directors and executive officers as a**
              **group
                (2 persons)**
            
            
            6,975,000
            
            
            89.97
            %




Unless
      otherwise noted, the Company believes that all persons named in this table
      have
      sole voting and investment power with respect to all shares of the common stock
      beneficially owned by them. A person is deemed the beneficial owner of
      securities that may be acquired by such person within 60 days from the date
      indicated above on the exercise of options, warrants or convertible securities.
      Each beneficial owner's percentage of ownership is determined by assuming that
      options, warrants or convertible securities held by such person (not those
      held
      by any other person) and that are exercisable within 60 days of the date
      indicated above, have been exercised.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**




None
      of
      the following parties has, since our date of incorporation, had any material
      interest, direct or indirect, in any transaction with us or in any presently
      proposed transaction that has or will materially affect us:


o
            Any
                of our directors or officers, except as described
                below;




o
            Any
                person proposed as a nominee for election as a
                director;




o
            Any
                person who beneficially owns, directly or indirectly, shares carrying
                more
                than 5% of the voting rights attached to our outstanding shares of
                common
                stock;




o
            Any
                of our promoters;




o
            Any
                relative or spouse of any of the foregoing persons who has the same
                house
                address as such person.




**RELATED
      PARTY TRANSACTIONS**




The
      following summarizes transactions to which we or our subsidiaries are a party
      in
      which the amount involved since January 1, 2005 exceeded the lesser of $120,000
      or one percent of the average of our assets at October 31, 2005, 2006 and 2007
      and in which officers, directors, nominees and/or greater than 5% beneficial
      owners of our common stock (or any immediate family members of the foregoing)
      had, or will have, a direct or indirect material interest.





We
      occupied our former principal executive office located in Rochelle Park, New
      Jersey on a month-to-month basis, free of charge, from our former president,
      Donald M. Petrosky, until August 16, 2007.





Pursuant
      to an agreement signed on February 4, 1991, A.B. Park & Fly, Inc., our then
      wholly-owned subsidiary, transferred all of its operating activities for its
      Ridgewood, New Jersey Satellite Terminal to an affiliate, Air Brook Limousine,
      Inc., and, on July 1, 1991, transferred its transportation equipment to Air
      Brook Limousine. In return, Air Brook Limousine agreed to pay our subsidiary
      a
      fee equal to 10% of gross collections of such Satellite Terminal.





On
      May 1,
      1993, our subsidiary entered into an agreement with Air Brook Limousine whereby
      Air Brook Limousine opened and operated a second Satellite Terminal in the
      Borough of Montvale, New Jersey on behalf of our subsidiary. Pursuant to the
      agreement, Air Brook Limousine bore all costs of operating such Satellite
      Terminal and paid our subsidiary three percent of its gross receipts from such
      Satellite Terminal.


30


On
      August
      10, 1993, Air Brook Limousine agreed to advance funds on behalf of us and our
      subsidiary as long as Air Brook Limousine deemed necessary and as long as it
      was
      financially able. Such advances were due on demand. Air Brook Limousine could
      terminate this arrangement at any time at its own discretion, which it did
      on
      August 16, 2007. As of August 16, 2007, we were obligated to Air Brook Limousine
      for advances in the amount of $340,000. On August 16, 2007, the acquisition
      by
      Lextra Management Group, Inc. (“Lextra”) of 51.16% of the issued and outstanding
      shares of Common Stock of Air Brook Airport Express, Inc. (the “Company”)
      pursuant to the Agreement dated June 26, 2007 by and among Lextra, the Company
      and certain of its principal shareholders was completed. Pursuant to the terms
      of the Agreement, at the closing, Lextra acquired (a) 1,165,397 shares
      representing 51.16% of the issued and outstanding shares of Common Stock of
      the
      Company from the selling shareholders for an aggregate purchase price of
      $116,500.00, and (b) an outstanding accounts receivable due to Air Brook
      Limousine, Inc. by the Company in the amount of $340,000.00. R. Thomas Kidd,
      our
      President, CEO and Director since August 16, 2007, is also the President, CEO
      and 60% owner of Lextra Management Group, Inc. On August 16, 2007, Lextra
      Management Group, Inc. acquired 51.16% of our issued and outstanding common
      stock and an outstanding accounts receivable due to Air Brook Limousine by
      us in
      the amount of $340,000.  On that same date, we issued 6,800,000 shares of
      our common stock to Lextra in exchange for the forgiveness of the $340,000
      liability.





In
      November 1988, A.B. Park & Fly executed an agreement to acquire Central
      Transit Lines, Inc., a wholly-owned subsidiary of Air Brook Limousine, by
      issuance of additional shares of common stock in exchange for 100% of the issued
      and outstanding common shares of Central Transit Lines. The agreement provided
      for a transition period during which several contingencies had to be met before
      the acquisition became effective. The transaction was terminated in 1989. The
      agreement stipulated that if the acquisition were not consummated, our
      subsidiary would be responsible to Central Transit Lines for all reasonable
      costs associated with such transition period. Our subsidiary was indebted to
      Central Transit Lines in the amount of $231,272 at October 31, 2006 and 2005
      relating to costs associated with this transaction; this amount is included
      in
      the amount due to affiliate on the balance sheet.





On
      August
      16, 2007, we loaned $500,000 to Lextra, evidenced by a callable secured note
      bearing interest at a rate of 8% per year. The note requires quarterly interest
      payments and is due and payable on August 16, 2010. Lextra is not required
      to
      make any principal payments until the maturity date, but it has the option
      to
      prepay the amount due under the note in whole or in part at any time, subject
      to
      the payment of varying prepayment penalties depending on the time of such
      prepayment; provided, however, if we forgive the repayment of the note in
      connection with a sale of Lextra’s assets to us or otherwise, no prepayment
      penalty will be due.




On
      August
      21, 2007, we acquired all of the assets of Lextra in exchange for the issuance
      of 2,000,000 shares of common stock to Lextra and the forgiveness of our
      $500,000 loan from Lextra.





At
      October 31, 2007, we recorded an in-kind contribution of capital for the use
      of
      office space under lease by the Company’s president.


We
      believe that the transactions are on terms no less favorable to us than those
      available in arms’ length transactions with unaffiliated third parties. Each
      transaction has been approved by our Board of Directors.





**ITEM
      13. EXHIBITS.**




Exhibit Number
            
            Description3.1
            
            Amended
                and Restated Certificate of Incorporation of SportsQuest,
                Inc.(1)3.2
            
            By-laws
                of SportsQuest, Inc. (1)31.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act, promulgated pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002. (3)31.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act, promulgated pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002. (3)32.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code, promulgated pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002. (3)32.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code, promulgated pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002. (3)




31


(1)  Filed
      as
      an exhibit to the Registrant’s Form SB-2 dated as of September 14,
      2007 and incorporated herein by reference.




(2)  Filed
      as
      an exhibit to the Registrant’s Form SB-2 dated as of September 14,
      2007 and incorporated herein by reference.




(3)  Filed
      herewith.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




The
      following table shows the audit fees incurred for fiscal year 2007 and
      2006.




2007
            
            2006Audit
                fees
            
            $
            5,000
            
            $
            5,000Audit
                related fees
            
            
            5,000
            
            
            5,000Tax
                feesTotal
            
            $
            10,000
            
            $
            10,000





Audit
      fees were for the audit of our annual financial statements, review of financial
      statements included in our Form 10-QSB quarterly reports, and services that
      are
      normally provided by independent auditors in connection with our other filings
      with the SEC. This category also includes advice on accounting matters that
      arose during, or as a result of, the audit or review of our interim financial
      statements.





As
      part
      of its duties, our Board of Directors pre-approves audit and non-audit services
      performed by our independent auditors in order to assure that the provision
      of
      such services does not impair the auditors’ independence. Our Board of Directors
      does not delegate to management its responsibilities to pre-approve services
      performed by our independent auditors.




32





**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


**SPORTSQUEST, INC.***Dated: August 12, 2008*
              By:
              /s/
                  R. THOMAS KIDDR. THOMAS KIDD*Chief Executive Officer Chief Financial Officer and*
                *Principal Accounting Officer*




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Report has
      been
      signed below by the following persons in the capacities and on the dates
      indicated.




**Signature**
            **Title**
            **Date**/s/:
                R. THOMAS KIDD
              Name:
                R. THOMAS KIDD
            Director
            August
                12, 2008*Chief
                Executive Officer Chief*
              *Financial
                Officer and*
              *Principal
                Accounting Officer*/s/RICK
                ALTMANN
              Name:
                RICK ALTMANN
            Director
            August
                12, 2008




33