UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-K**





x ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





**For
      the Transition Period Ended May 31, 2008**


OR


 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      transition period from **November
      1, 2007 to May 31, 2008**


Commission
      File Number: **033-09218**





**SportsQuest,
      Inc.**


**** (Name
      of
      small business issuer as specified in its charter)





**Delaware**
            
            22-2742564State
                of Incorporation
            
            IRS
                Employer Identification No.





**1809
      East Broadway #125, Oviedo, Florida 32765**


(Address
      of principal executive offices)


Registrant's
      telephone number, including Area Code: **(757)
      572-9241**


Securities
      registered pursuant to Section 12(b) of the Act: None


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





**Common
      Stock, $.0001 Par Value**





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.  ̈ Yes  ̈ No




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.  ̈ Yes  ̈ No




Indicate by check mark whether the registrant (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange
      Act of 1934 during the preceding 12 months (or for such shorter period that
      the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days. Yes x No  ̈




Indicate by check mark if disclosure of delinquent filers pursuant to Item
      405
      of Regulation S-K is not contained herein, and will not 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-K or any
      amendment to this Form 10-K.  ̈




Indicate by check mark whether the registrant is a large accelerated filer,
      an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
      (Check one):




Large accelerated filer ̈
              Non-accelerated filer ̈
            
            Accelerated filer ̈
              Small
                Business Issuerx




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


The aggregate market value of voting stock held by non-affiliates of the
      registrant on September 15, 2008 was approximately $26,866




State the number of shares outstanding of each of the issuer’s classes of equity
      securities, as of the latest practicable date: As at September 15, 2008, there
      were
      12,847,251 of Common Stock, $0.001 par value per share issued and outstanding.


Documents
      Incorporated By Reference





None





TABLE
      OF
      CONTENTS





**PART I**
            
            
            
            3ITEM 1.
            
            BUSINESS
            
            3ITEM 1A.
            
            RISK
                FACTORS
            
            5ITEM 2.
            
            PROPERTIES
            
            13ITEM 3.
            
            LEGAL
                PROCEEDINGS
            
            13ITEM 4.
            
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            14**PART II**
            
            
            
            14ITEM 5.
            
            MARKET
                FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                PURCHASES OF EQUITY SECURITIES
            
            14ITEM 6.
            
            SELECTED
                FINANCIAL DATA
            
            15ITEM 7.
            
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            
            16ITEM 7A.
            
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            
            25ITEM 8.
            
            FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA
            
            26ITEM 9.
            
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            
            27ITEM 9A.
            
            CONTROLS
                AND PROCEDURES
            
            29ITEM 9B.
            
            OTHER
                INFORMATION
            
            30**PART III**
            
            
            
            30ITEM 10.
            
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE
                COMPLIANCE WITH
              SECTION
                16(a) OF THE EXCHANGE ACT**.**
            
            30ITEM 11.
            
            EXECUTIVE
                COMPENSATION
            
            31ITEM 12.
            
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            
            33ITEM 13.
            
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE
            
            35ITEM 14.
            
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            
            36**PART IV**
            
            
            
            37ITEM 15.
            
            EXHIBITS
                AND FINANCIAL STATEMENT SCHEDULES
            
            37SIGNATURES
            
            37


2


**PART
      I**





**ITEM
      1. BUSINESS.**





Except
      for historical information contained herein, the following discussion contains
      forward-looking statements that involve risks and uncertainties. Such
      forward-looking statements include, but are not limited to, statements regarding
      future events and the Company’s plans and expectations. Actual results could
      differ materially from those discussed herein. Factors that could cause or
      contribute to such differences include, but are not limited to, those discussed
      elsewhere in this Form 10-K or incorporated herein by reference, including
      those
      set forth in *Management’s
      Discussion and Analysis or Plan of Operation.*





**History
      and General Overview**


SportsQuest,
      Inc. (hereinafter referred to as “we”, “us”, “our”, “SportsQuest” 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.





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 to December 31 and to approve a year end change to May 31, in order
      to conform the year end of SportsQuest to its majority parent DoMark
      International, Inc. The Board believes this change of year end enables the
      Company to more accurately report its financial information concerning
      comparisons from prior periods.





On
      August
      17, 2007, SportsQuest, Inc. entered into a Stock Issuance, Assumption and
      Release Agreement (the “Assumption Agreement”), by and among SportsQuest, Inc.
      and **Greens
      Worldwide Incorporated** (“Greens”) 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
      included the following:




3




The
      issuance by Greens of 390,000 shares of its Series A Convertible Preferred
      Stock, par value $10.00 per share, to SportsQuest, Inc; and;





The
      assumption by SportsQuest, Inc. of 50% of Greens indebtedness to the Greens
      Worldwide Investors under a Securities Purchase Agreement, dated as of March
      22,
      2007, by and among Greens and the Greens Worldwide Investors (the “Greens
      Worldwide Agreement”).





Under
      the
      terms of the Assumption Agreement, the Greens Worldwide Investors will release
      Greens from its obligations under the notes described above. In consideration
      for such release, SportsQuest, Inc. issued to the SportsQuest Investors (who
      are
      the successors to the Greens Investors) callable secured convertible notes
      with
      an aggregate face amount of $3,903,750, including interest (collectively, the
      “Assumption Notes”), and Greens issued to the Greens 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 does
      not
      currently have common shares for the Company to convert its preferred. In the
      event that Greens 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.




**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 was 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 currently involved in litigation concerning this transaction. Counsel
      for the Company has expressed the opinion that he believes the Company will
      ultimately prevail.





**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 3 employees and
      6
      contractors over the next 12 months.





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 support, technology and strategic business
      consultants.





4




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.





Although
      management believes that there is an increasingly strong market for our events,
      we have not generated substantial revenue from the development of any 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.





**Additional
      Information**





SportsQuest
      files reports and other materials with the Securities and Exchange Commission.
      These documents may be inspected and copied at the Commission’s Public Reference
      Room at 100 F Street, N.E., Washington, D.C., 20549. You can obtain information
      on the operation of the Public Reference Room by calling the Commission at
      1-800-SEC-0330. You can also get copies of documents that the Company files
      with
      the Commission through the Commission’s Internet site at www.sec.gov .





**Employees**





As
      of
      fiscal year end May 31, 2008, the Company had one employee.





**1A
      -** **Risk Factors**





You
      should carefully consider the following risk factors before making an investment
      decision. If any of the following risks actually occur, our business, financial
      condition or results of operations could be materially adversely affected.
      In
      such cases, the trading price of our common stock could decline and you may
      lose
      all or a part of your investment.





*OUR
      COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION*





Our
      shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly
      referred to as the "penny stock" rule. Section 15(g) sets forth certain
      requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
      the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
      The Commission generally defines penny stock to be any equity security that
      has
      a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1
      provides that any equity security is considered to be penny stock unless that
      security is: registered and traded on a national securities exchange meeting
      specified criteria set by the Commission; authorized for quotation on the NASDAQ
      Stock Market; issued by a registered investment company; excluded from the
      definition on the basis of price (at least $5.00 per share) or the registrant's
      net tangible assets; or exempted from the definition by the Commission. Since
      our shares are deemed to be "penny stock", trading in the shares will be subject
      to additional sales practice requirements on broker/dealers who sell penny
      stock
      to persons other than established customers and accredited
      investors.





5




*WE
      MAY NOT HAVE ACCESS TO SUFFICIENT CAPITAL TO PURSUE OUR Business AND THEREFORE
      WOULD BE UNABLE TO ACHIEVE OUR PLANNED FUTURE GROWTH:*




We
      intend
      to pursue a growth strategy that includes development of the Company sports
      business. Currently we have limited capital which is insufficient to pursue
      our
      plans for development and growth. Our ability to implement our growth plans
      will
      depend primarily on our ability to obtain additional private or public equity
      or
      debt financing. We are currently seeking additional capital. Such financing
      may
      not be available at all, or we may be unable to locate and secure additional
      capital on terms and conditions that are acceptable to us. Our failure to obtain
      additional capital will have a material adverse effect on our
      business.





*OUR
      LACK OF DIVERSIFICATION IN OUR BUSINESS SUBJECTS INVESTORS TO A GREATER RISK
      OF
      LOSSES*


All
      of
      our efforts are focused on the development and growth of the sports business
      in
      an unproven area. Although the scope of our sports events is substantial, we
      can
      make no assurances that the marketplace will accept our events or media
      benefits.




*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.




*BECAUSE
      WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM,
      OUR INVESTORS MAY HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE NEGATIVE
      VOLATILITY ON THE MARKET PRICE OF OUR STOCK.*




Our
      common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in
      part
      because it does not have a national quotation system by which potential
      investors can follow the market price of shares except through information
      received and generated by a limited number of broker-dealers that make markets
      in particular stocks. There is a greater chance of volatility for securities
      that trade on the OTCBB as compared to a national exchange or quotation system.
      This volatility may be caused by a variety of factors, including the lack of
      readily available price quotations, the absence of consistent administrative
      supervision of bid and ask quotations, lower trading volume, and market
      conditions. Investors in our common stock may experience high fluctuations
      in
      the market price and volume of the trading market for our securities. These
      fluctuations, when they occur, have a negative effect on the market price for
      our securities. Accordingly, our stockholders may not be able to realize a
      fair
      price from their shares when they determine to sell them or may have to hold
      them for a substantial period of time until the market for our common stock
      improves.




6




*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.




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.




7




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.




*THE
      REPORT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTAINS EXPLANATORY
      LANGUAGE THAT SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE AS A GOING
      CONCERN*




The
      independent auditor’s report on our financial statements contains explanatory
      language that substantial doubt exists about our ability to continue as a going
      concern. The report states that we depend on the continued contributions of
      our
      executive officers to work effectively as a team, to execute our business
      strategy and to manage our business. The loss of key personnel, or their failure
      to work effectively, could have a material adverse effect on our business,
      financial condition, and results of operations. If we are unable to obtain
      sufficient financing in the near term or achieve profitability, then we would,
      in all likelihood, experience severe liquidity problems and may have to curtail
      our operations. If we curtail our operations, we may be placed into bankruptcy
      or undergo liquidation, the result of which will adversely affect the value
      of
      our common shares.




**** *OPERATING
      HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE
      PRICE. THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE
      OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET. YOU MAY BE UNABLE TO
      SELL
      YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN
      SUBSTANTIAL LOSSES TO YOU.* ****** *THE
      MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS
      AS
      A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT,
      LIMITED* ******




The
      market for our common shares is characterized by significant price volatility
      when compared to seasoned issuers, and we expect that our share price will
      continue to be more volatile than a seasoned issuer for the indefinite future.
      The volatility in our share price is attributable to a number of factors. First,
      as noted above, our common shares are sporadically and thinly traded. As a
      consequence of this lack of liquidity, the trading of relatively small
      quantities of shares by our shareholders may disproportionately influence the
      price of those shares in either direction. The price for our shares could,
      for
      example, decline precipitously in the event that a large number of our common
      shares are sold on the market without commensurate demand, as compared to a
      seasoned issuer which could better absorb those sales without adverse impact
      on
      its share price. Secondly, we are a speculative or “risky” investment due to our
      limited operating history and lack of profits to date, and uncertainty of future
      market acceptance for our potential products. As a consequence of this enhanced
      risk, more risk-adverse investors may, under the fear of losing all or most
      of
      their investment in the event of negative news or lack of progress, be more
      inclined to sell their shares on the market more quickly and at greater
      discounts than would be the case with the stock of a seasoned issuer. Many
      of
      these factors are beyond our control and may decrease the market price of our
      common shares, regardless of our operating performance. We cannot make any
      predictions or projections as to what the prevailing market price for our common
      shares will be at any time, including as to whether our common shares will
      sustain their current market prices, or as to what effect that the sale of
      shares or the availability of common shares for sale at any time will have
      on
      the prevailing market price.




8




Shareholders
      should be aware that, according to SEC Release No. 34-29093, the market for
      penny stocks has suffered in recent years from patterns of fraud and abuse.
      Such
      patterns include (1) control of the market for the security by one or a few
      broker-dealers that are often related to the promoter or issuer;
      (2) manipulation of prices through prearranged matching of purchases and
      sales and false and misleading press releases; (3) boiler room practices
      involving high-pressure sales tactics and unrealistic price projections by
      inexperienced sales persons; (4) excessive and undisclosed bid-ask
      differential and markups by selling broker-dealers; and (5) the wholesale
      dumping of the same securities by promoters and broker-dealers after prices
      have
      been manipulated to a desired level, along with the resulting inevitable
      collapse of those prices and with consequent investor losses. Our management
      is
      aware of the abuses that have occurred historically in the penny stock market.
      Although we do not expect to be in a position to dictate the behavior of the
      market or of broker-dealers who participate in the market, management will
      strive within the confines of practical limitations to prevent the described
      patterns from being established with respect to our securities. The occurrence
      of these patterns or practices could increase the volatility of our share price.




*VOLATILITY
      IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY
      DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY
      AND
      RESULTS OF OPERATIONS.*




As
      discussed in the preceding risk factors, the market for our common shares is
      characterized by significant price volatility when compared to seasoned issuers,
      and we expect that our share price will continue to be more volatile than a
      seasoned issuer for the indefinite future. In the past, plaintiffs have often
      initiated securities class action litigation against a company following periods
      of volatility in the market price of its securities. We may in the future be
      the
      target of similar litigation. Securities litigation could result in substantial
      costs and liabilities and could divert management’s attention and resources.





*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
      September 15, 2008, we had 12,847,251 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.




9




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
      of
      August 6, 2008 of $0.45




% 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





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.





10




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. ****





11




*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.




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.




**FORWARD-LOOKING
      STATEMENTS**




This
      Annual Report contains certain forward-looking statements regarding management’s
      plans and objectives for future operations including plans and objectives
      relating to our planned marketing efforts and future economic performance.
      The
      forward-looking statements and associated risks set forth in this Annual Report
      include or relate to, among other things, (a)  our growth strategies,
      (b) anticipated trends in our industry, (c) our ability to obtain and
      retain sufficient capital for future operations, and (d) our anticipated
      needs for working capital. These statements may be found under “Management’s
      Discussion and Analysis or Plan of Operations” and “Business,” as well as in
      this Annual Report generally. Actual events or results may differ materially
      from those discussed in forward-looking statements as a result of various
      factors, including, without limitation, the risks outlined under “Risk Factors”
and matters described in this Annual Report generally. In light of these risks
      and uncertainties, there can be no assurance that the forward-looking statements
      contained in this Annual Report will in fact occur.




12




The
      forward-looking statements herein are based on current expectations that involve
      a number of risks and uncertainties. Such forward-looking statements are based
      on assumptions described herein. The assumptions are based on judgments with
      respect to, among other things, future economic, competitive and market
      conditions, and future business decisions, all of which are difficult or
      impossible to predict accurately and many of which are beyond our control.
      Accordingly, although we believe that the assumptions underlying the
      forward-looking statements are reasonable, any such assumption could prove
      to be
      inaccurate and therefore there can be no assurance that the results contemplated
      in forward-looking statements will be realized. In addition, as disclosed
      elsewhere in the “Risk Factors” section of this prospectus, there are a number
      of other risks inherent in our business and operations which could cause our
      operating results to vary markedly and adversely from prior results or the
      results contemplated by the forward-looking statements. Management decisions,
      including budgeting, are subjective in many respects and periodic revisions
      must
      be made to reflect actual conditions and business developments, the impact
      of
      which may cause us to alter marketing, capital investment and other
      expenditures, which may also materially adversely affect our results of
      operations. In light of significant uncertainties inherent in the
      forward-looking information included in this prospectus, the inclusion of such
      information should not be regarded as a representation by us or any other person
      that our objectives or plans will be achieved.




Some
      of
      the information in this prospectus contains forward-looking statements that
      involve substantial risks and uncertainties. Any statement in this prospectus
      and in the documents incorporated by reference into this prospectus that is
      not
      a statement of an historical fact constitutes a “forward-looking statement”.
      Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”,
“seek”, “estimate”, “internal”, and similar words, we intend to identify
      statements and expressions that may be forward- looking statements. We believe
      it is important to communicate certain of our expectations to our investors.
      Forward-looking statements are not guarantees of future performance. They
      involve risks, uncertainties and assumptions that could cause our future results
      to differ materially from those expressed in any forward-looking statements.
      Many factors are beyond our ability to control or predict. You are accordingly
      cautioned not to place undue reliance on such forward-looking statements.
      Important factors that may cause our actual results to differ from such
      forward-looking statements include, but are not limited to, the risk factors
      discussed herein.





**ITEM
      2. PROPERTIES.**




As
      of
      fiscal year end May 31, 2008, the Company maintains its corporate executive
      office in Oviedo, Florida. The CEO of the Company has been providing the office
      space at no charge to the Company as a courtesy to the Company.





**ITEM
      3. LEGAL PROCEEDINGS**





The
      Company may become involved in various claims and legal actions arising in
      the
      ordinary course of business. In the opinion of management, except as discussed
      above, the ultimate disposition of these matters will not have a material
      adverse effect on the Company's financial position, results of operations,
      or
      liquidity.





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.





13




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 defense and believes, John Zaring and Bianca Cioffi
      claims are without merit. Counsel for the Company has expressed the opinion
      that
      the Company will prevail in this action.





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





The
      Company submitted no matters to a vote of its security holders during the fiscal
      year ended May 31, 2008.





**PART
      II**





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





SportsQuest
      common stock is traded in the over-the-counter market under the symbol
“SPQS.PK.”





At
      May
      31, 2008, there were 12,399,700 shares of common stock of SportsQuest
      outstanding and there were approximately 137 **** shareholders
      of record of the Company’s common stock.





The
      following table sets forth for the periods indicated the high and low bid
      quotations for SportsQuest’s common stock. These quotations represent
      inter-dealer quotations, without adjustment for retail markup, markdown or
      commission and may not represent actual transactions.





**Fiscal
                Year Ended May 31, 2008**
            
            **High**
            
            **Low**First
                Quarter (November – January, 2007)
            
            $
            .14
            
            $
            .11Second
                Quarter (February – April 2007)
            
            $
            .15
            
            $
            .15Third
                Quarter (May – July 2007)
            
            $
            .75
            
            $
            .16Fourth
                Quarter (August – October 2007)
            
            $
            .45
            
            $
            .45First
                Quarter ( November – January, 2008)
            
            $
            .04
            
            $
            .035Second
                Quarter (February – April 2008)
            
            $
            .05
            
            $
            .04Third
                Quarter ( April - May 2008)
            
            $
            .04
            
            $
            .04





On
      August
      31, 2008, the closing bid price of our common stock was $.45





**Dividends**





SportsQuest
      has never paid dividends on any of its common stock shares. SportsQuest does
      not
      anticipate paying dividends at any time in the foreseeable future and any
      profits will be reinvested in SportsQuest’s business. SportsQuest’s Transfer
      Agent and Registrar for the common stock is Continental
      Stock Transfer & Trust Company, 17 Battery Place, 8 th floor,
      New York, NY 10004 to
      serve
      in the capacity of transfer agent.





14




**Rec** **ent
      sales of unregistered securities**





On
      May
      15, 2008, R. Thomas Kidd 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 100,000 Series A Preferred
      Convertible Shares of our company owned by R. Thomas Kidd, 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 six million, five hundred thousand
      (6,500,000) shares of DoMark International, 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.





**Transfer
      Agent**





The
      Company engaged Continental
      Stock Transfer & Trust Company, 17 Battery Place, 8 th floor,
      New York, NY 10004 to
      serve
      in the capacity of transfer agent.





**ITEM
      6. SELECTED FINANCIAL DATA.**





The
      following information has been summarized from financial information included
      elsewhere and should be read in conjunction with such financial statements
      and
      notes thereto.





Summary
      of Statements of Operations of SportsQuest, Inc.





Year Ended May
      31, 2008





15


Statement of Operations DataYears Ended May 31,2008Revenues
              
              $
              15,750Operating
                  and Other Expenses
              
              
              (1,422,546
              )Net
                  Loss
              
              $
              (1,406,796
              )
  Balance
                  Sheet Data:
 Years Ended May 31,2008Current
                    Assets
                
                $
                138,595Total
                    Assets
                
                
                14,766,521Current
                    Liabilities
                
                
                3,993,436Non
                    Current Liabilities
                
                
                988,514Total
                    Liabilities
                
                
                4,981,949Working
                    Capital (Deficit)
                
                
                (3,854,840
                )Shareholders'Equity
                    (Deficit)
                
                $
                9,784,572





**ITEM
      7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OR
      PLAN OF OPERATION.**





The
      following is management’s discussion and analysis of certain significant factors
      that have affected our financial position and operating results during the
      periods included in the accompanying consolidated financial statements, as
      well
      as information relating to the plans of our current management. This report
      includes forward-looking statements. Generally, the words “believes,”
“anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,”
“continue,” and similar expressions or the negative thereof or comparable
      terminology are intended to identify forward-looking statements. Such statements
      are subject to certain risks and uncertainties, including the matters set forth
      in this report or other reports or documents we file with the Securities and
      Exchange Commission from time to time, which could cause actual results or
      outcomes to differ materially from those projected. Undue reliance should not
      be
      placed on these forward-looking statements which speak only as of the date
      hereof. We undertake no obligation to update these forward-looking
      statements.





The
      following discussion and analysis should be read in conjunction with our
      consolidated financial statements and the related notes thereto and other
      financial information contained elsewhere in this Form 10-K.





**Critical
      Accounting Policies and Estimates**





We
      prepare our consolidated financial statements in accordance with accounting
      principles generally accepted in the United States of America. The preparation
      of these financial statements requires the use of estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and the disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amount of revenues and expenses during the reporting period. Our
      management periodically evaluates the estimates and judgments made. Management
      bases its estimates and judgments on historical experience and on various
      factors that are believed to be reasonable under the circumstances. Actual
      results may differ from these estimates as a result of different assumptions
      or
      conditions.





16




The
      following critical accounting policies affect the more significant judgments
      and
      estimates used in the preparation of the Company’s consolidated financial
      statements.





**Stock
      Based Compensation**





In
      December 2004, the FASB issued a revision of SFAS No. 123 ("SFAS No. 123(R)")
      that requires compensation costs related to share-based payment transactions
      to
      be recognized in the statement of operations. With limited exceptions, the
      amount of compensation cost will be measured based on the grant-date fair value
      of the equity or liability instruments issued. In addition, liability awards
      will be re-measured each reporting period. Compensation cost will be recognized
      over the period that an employee provides service in exchange for the award.
      SFAS No. 123(R) replaces SFAS No. 123 and is effective as of the beginning
      of
      January 1, 2006. Based on the number of shares and awards outstanding as of
      December 31, 2005 (and without giving effect to any awards which may be granted
      in 2006), we do not expect our adoption of SFAS No. 123(R) in January 2006
      to
      have a material impact on the financial statements.





FSP
      FAS
      123(R)-5 was issued on October 10, 2006. The FSP provides that instruments
      that
      were originally issued as employee compensation and then modified, and that
      modification is made to the terms of the instrument solely to reflect an equity
      restructuring that occurs when the holders are no longer employees, then no
      change in the recognition or the measurement (due to a change in classification)
      of those instruments will result if both of the following conditions are met:
      (a). There is no increase in fair value of the award (or the ratio of intrinsic
      value to the exercise price of the award is preserved, that is, the holder
      is
      made whole), or the antidilution provision is not added to the terms of the
      award in contemplation of an equity restructuring; and (b). All holders of
      the
      same class of equity instruments (for example, stock options) are treated in
      the
      same manner. The provisions in this FSP shall be applied in the first reporting
      period beginning after the date the FSP is posted to the FASB website. The
      Company has adopted SP FAS 123(R)-5 but it did not have a material impact on
      its
      consolidated results of operations and financial condition.




**Accounting
      Policies and Estimates**





The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States of America requires our management
      to
      make certain estimates and assumptions that affect the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Our
      management periodically evaluates the estimates and judgments made. Management
      bases its estimates and judgments on historical experience and on various
      factors that are believed to be reasonable under the circumstances. Actual
      results may differ from these estimates as a result of different assumptions
      or
      conditions.


As
      such,
      in accordance with the use of accounting principles generally accepted in the
      United States of America, our actual realized results may differ from
      management’s initial estimates as reported. A summary of significant accounting
      policies are detailed in notes to the financial statements which are an integral
      component of this filing.





17




**Revenues**





We
      have
      adopted the Securities and Exchange Commission’s Staff Accounting Bulletin (SAB)
      No. 104, which provides guidance on the recognition, presentation and disclosure
      of revenue in financial statements. ****





**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.





18




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”).





**Recent
      Developments**





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.




19




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.





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.




20




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.





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.





21




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 Quinn (“Quinn”) and Jeff Merriman Cohen (“Cohen”), Quinn 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, Quinn 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 Quinn, 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,
      but no assurance can be given that we will achieve our objectives..




**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. In connection with that agreement, the Company is
      obligated to issue shares of its restricted common stock. The agreement was
      cancelled by mutual agreement in August, 2008.





**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.





22




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.





**RESULTS
      OF OPERATIONS**





** ***Transition
      Period Ended May 31, 2008***





Revenues
      for Period Ended May 31, 2008 was $15,750.. This revenue is directly the result
      of changes in the Company's strategic direction in core operations. We continue
      to aggressively pursue and devote its resources and focus its direction in
      building asset value. We
      have
      further refocused in new acquisitions to increase our revenues and cash flow.





General
      and administrative expenses for the Period Ended May 31, 2008 was $994,708
      This
      increase is attributed to the Company's increase in acquisitions and issuance
      of
      stock for compensations and issuance of warrants with convertible debt.





Interest
      expense for period ended May 31, 2008 increased to $245,643. This increase
      is a
      result of embedded warrants in certain bond and loan payables of our subsidiary
      SportsQuest, Inc. which required us to accrue for the beneficial conversations
      feature in theses derivatives.





The
      loss
      for period ended May 31, 2008 decreased to ($1,406,796). The increase in loss
      is
      due to the increase in non cash transactions for services rendered and warrants
      issued for convertible debt. .





No
      tax
      benefit was recorded on the expected operating loss for period ended May 31,
      2008 as required by Statement of Financial Accounting Standards No. 109,
      Accounting for Income Taxes. For the quarter ended we do not expect to realize
      a
      deferred tax asset and it is uncertain, therefore we have provided a 100%
      valuation of the tax benefit and assets until we are certain to experience
      net
      profits in the future to fully realize the tax benefit and tax
      assets.





**LIQUIDITY
      AND CAPITAL RESOURCES**





Our
      operating requirements have been funded primarily on its sale of media content,
      financing facilities, and sales of our common stock. During the period ended
      May
      31, 2008, our net proceeds from the media content were $15,750. We believe
      that
      the cash flows are inadequate to repay the capital obligations and have relied
      upon the sale of common stock to sustain its operations.





Cash
      (used) operating activities for the period ended May 31, 2008 was $312,489.
      We
      have focused on core operations which results in an increase in acquisitions.
      However we are still operating in a deficit. We have depreciation expenses
      for
      the period ended May 31, 2008 of $394.





Cash
      (used) in investing activities was (179,937) for the period ended May 31, 2008.
      We have advanced to affiliates of $179,937.




23




Cash
      provided by financing activities was $327,910 for the period ended May 31,
      2008.
      Financing activities primarily consisted of proceeds from bond and loan payables
      from third parties. We do not have adequate cash flows to satisfy its
      obligations although have improved cash flow and anticipates have adequate
      cash
      flows in the upcoming fiscal period. We received proceeds from our bond issuance
      of $70,448, we received proceeds from our loan payables of $255,205.





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.





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.





24




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.





**Other
      Considerations**





There
      are
      numerous factors that affect the business and the results of its operations.
      Sources of these factors include general economic and business conditions,
      federal and state regulation of business activities, the level of demand for
      product services, the level and intensity of competition in the media content
      industry, and the ability to develop new services based on new or evolving
      technology and the market's acceptance of those new services, our ability to
      timely and effectively manage periodic product transitions, the services,
      customer and geographic sales mix of any particular period, and our ability
      to
      continue to improve our infrastructure including personnel and systems to keep
      pace with our anticipated rapid growth.





**ITEM 7A.** **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





We
      do
      hold any derivative instruments but do not engage in any hedging activities.
      We
      are in the business of acquiring successfully operating subsidiaries to build
      the value of our Company.


25





**ITEM
      8. FINANCIAL STATEMENTS**





**SPORTSQUEST,
      INC.**


**TABLE
                    OF CONTENTS**
                ****
                **Page**INDEPENDENT
                    REGISTERED PUBLIC ACCOUNTING FIRM:
                
                F-1Kramer,
                    Weiseman and Associates LLPCONSOLIDATED
                    FINANCIAL STATEMENTS:Consolidated
                    Balance Sheet at May 31, 2008
                
                F-2Consolidated
                    Statements of Operations for the period ended May 31, 2008
                
                F-3Consolidated
                    Statements of Stockholders’ Equity for the period ended May 31, 2008
                
                F-4Consolidated
                    Statements of Cash Flows for the period ended May 31, 2008
                
                F-5NOTES
                    TO CONSOLIDATED FINANCIAL STATEMENTS
                
                F-6


26





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Board of Directors and Stockholders of


SPORTSQUEST,
      INC.





We
      have
      audited the accompanying consolidated balance sheet of SportsQuest, Inc. and
      Subsidiaries as of May 31, 2008, and the related consolidated statements of
      operations, changes in shareholders' deficiency and cash flows for the year
      then
      ended. These consolidated financial statements are the responsibility of the
      Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audits. The financial statements of
      SportsQuest, Inc. and Subsidiaries as of May 31, 2007 were audited by other
      auditors whose report dated August 8, 2008, expressed an unqualified opinion,
      with an explanatory paragraph relating to the assumption the Company will
      continue as a going concern, on those statements.





We
      conducted our audit in accordance with the 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
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audits provided a reasonable basis for our
      opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of SportsQuest, Inc., Inc
      and
      Subsidiaries, as of May 31, 2008, and the results of their operations and their
      cash flows for the period then ended in conformity with accounting principles
      generally accepted in the United States of America.





These
      consolidated financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the consolidated
      financial statements, the Company has operating and liquidity concerns, has
      incurred an accumulated deficit of approximately $2,852,972 through the period
      ended May 31, 2008, and current liabilities exceeded current assets by
      approximately $3,854,841 at May 31, 2008. These conditions raise substantial
      doubt about the Company's ability to continue as a going concern. Management's
      plans as to these matters are also described in Note 2. The consolidated
      financial statements do not include any adjustments to reflect the possible
      future effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the outcome of these
      uncertainties.





Kramer
      Weisman and Associates LLP


Davie,
      Florida


September
      15, 2008





F-1


**SPORTSQUEST,
        INC.**
 **CONSOLIDATED
        BALANCES SHEETS**
 **FOR
        PERIOD ENDED MAY 31, 2008**
 
 **2008**ASSETS:CURRENT
                  ASSETSCash
              
              $
              13,553Prepaid
                  expenses and other current assets
              
              
              125,043Total
                  current assets
              
              
              138,595PROPERTY
                  AND EQUIPMENT, net
              
              
              7,099Due
                  from affiliate
              
              
              717,077Intangible
                  assets - media content
              
              
              10,000,000Investment
                  in unconsolidated subsidary
              
              
              3,903,750TOTAL
                  ASSETS
              
              $
              14,766,521LIABILITIES
                  AND STOCKHOLDERS' EQUITY:CURRENT
                  LIABILITIES:Accounts
                  payable
              
              $
              73,739Accrued
                  expenses and other liabilities
              
              
              15,947Notes
                  from affiliates
              
              
              3,903,750Total
                  current liabilities
              
              
              3,993,436COMMITMENTS
                  AND CONTINGENCIES:
              
              
              -Convertible
                  note payable
              
              
              255,205Bond
                  payable
              
              
              733,308Total
                  liabilities
              
              
              4,981,950STOCKHOLDERS'
                  EQUITY:Preferred
                  stock, $.0001 par value, 1,200,000 shares authorized, 100,000 issued
                  as of
                  May 31, 2008
              
              
              10Common
                  stock, $.0001 par value, 98,800,000 shares authorized, 12,397,594
                  issued
                  and outstanding as of May 31, 2008
              
              
              1,240Treasury
                  stock
              
              
              (10,000
              )Additional
                  Paid-in capital
              
              
              9,833,995Common
                  stock subscribed, not issued
              
              
              2,812,300Accumulated
                  deficit
              
              
              (2,852,972
              )Total
                  stockholders' equity
              
              
              9,784,572TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              14,766,521
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-2
 
 **SPORTSQUEST,INC.****CONSOLIDATED
                  STATEMENT OF OPERATIONS**
 **FOR
        PERIOD ENDED MAY 31, 2008**
  **2008**REVENUES:Revenue
              
              $
              15,75015,750OPERATING
                  EXPENSES:General
                  and administrative expenses
              
              
              994,708Sales
                  and marketing expenses
              
              
              -Depreciation
                  and amortization
              
              
              394Total
                  operating expenses
              
              
              995,102OPERATING
                  LOSS
              
              
              (979,352
              )OTHER
                  (INCOME) AND EXPENSESInterest
                  expense
              
              
              245,653Impairment
                  of assets
              
              
              189,534Gain
                  on the sale of assets
              
              
              (7,743
              )Total
                  other expense
              
              
              427,444NET
                  (LOSS)
              
              $
              (1,406,796
              )NET
                  (LOSS) INCOME PER SHARE:Basic
                  and diluted:
              
              $
              (0.12
              )WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDING:Basic
                  and diluted:
              
              
              12,147,594
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-3
 
 **SPORTSQUEST,
        INC.**
 **CONSOLIDATED
        STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY**
 **FOR
        PERIOD ENDED MAY 31, 2008**
 
 **Additional**
              
              **Common Stock****Preferred Stock**
              
              **Common Stock**
              
              **Treasury**
              
              **Paid-in**
              
              **Subscribed**
              
              **Accumulated****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Stock**
              
              **Capital**
              
              **Note Issued**
              
              **Deficit**
              
              **Total**OCTOBER
                  31, 2007
              
              
              -
              
              $
              -
              
              
              11,897,594
              
              $
              1,190
              
              $
              -
              
              $
              8,784,245
              
              $
              -
              
              $
              (1,446,177
              )
              $
              7,339,258Bond
                  issuance
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              170,000
              
              
              
              
              
              
              
              
              170,000Purchase
                  of treasury stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (10,000
              )
              
              
              
              
              
              
              
              
              
              
              (10,000
              )Warrantes
                  issued
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              804,800
              
              
              
              
              
              
              
              
              804,800Preferred
                  stock issued
              
              
              100,000
              
              
              10
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10Common
                  stock issued for compensation
              
              
              
              
              
              
              
              
              500,000
              
              
              50
              
              
              
              
              
              74,950
              
              
              
              
              
              
              
              
              75,000Common
                  stock subscribed, not issued
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,812,300
              
              
              
              
              
              2,812,300Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,406,796
              )
              
              (1,406,796
              )MAY
                  31, 2008
              
              
              100,000
              
              $
              10
              
              
              12,397,594
              
              $
              1,240
              
              $
              (10,000
              )
              $
              9,833,995
              
              $
              2,812,300
              
              $
              (2,852,972
              )
              $
              9,784,572
  F-4
 
 **SPORTSQUEST,
        INC.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        PERIOD ENDED MAY 31, 2008**
 
 **2008**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  (loss)
              
              $
              (1,406,796
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              394Purchase
                  of treasury stock
              
              
              (10,000
              )Commons
                  stock issued for services
              
              
              75,000Impairments
                  of assets
              
              
              189,534Preferred
                  stock issued
              
              
              10Warrants
                  issued
              
              
              804,800Bond
                  issued
              
              
              170,000Changes
                  in operating assets and liabilities:Prepaid
                  and other current assets
              
              
              (40,350
              )Accounts
                  payable
              
              
              (30,500
              )Accrued
                  expenses and other liabilities
              
              
              (64,580
              )Net
                  cash (used) in operating activities
              
              
              (312,489
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Note
                  receivable affiliates
              
              
              (179,937
              )Net
                  cash (used in) by investing activities
              
              
              (179,937
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Cash
                  received on bond payable
              
              
              70,448Proceeds
                  from the sale of assets
              
              
              2,257Cash
                  received on loans payable
              
              
              255,205Net
                  cash provided by financing activities
              
              
              327,910(DECREASE)
                  IN CASH
              
              
              (164,516
              )CASH,
                  BEGINNING OF YEAR
              
              
              178,069CASH,
                  END OF YEAR
              
              $
              13,553
  **2008****SUPPLEMENTAL
                  CASH FLOW INFORMATION:**Interest
                  paid
              
              $
              245,643Common
                  stock issued for services
              
              $
              75,000Value
                  of warrants from convertible note payable
              
              $
              804,800Preferred
                  stock issued as compensation
              
              $
              10
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-5


**SPORTSQUEST,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEAR ENDED MAY 31, 2008**





NOTE
      1 – BACKGROUND





**SportsQuest,
      Inc** .
      (“SportsQuest”) is a majority, 79%, owned subsidiary of DoMark. The Sportsquest
      business was created to develop, own and manage high end sports events and
      their
      operating entities, as well as executing a growth strategy involving acquisition
      of diverse and effective sports marketing platforms. SportsQuest was
      incorporated in April 3, 1986 in Delaware under the name Bay Head Ventures,
      Inc.
      The Company has been managing the US Pro Golf Tour and anticipates it will
      continue to manage USPGT for the foreseeable future. SportsQuest trades on
      the
      Pink Sheets under “SPQS.PK”. SportsQuest holds significant value in content
      media and is refocusing is business model.





On
      August
      17, 2007,SportsQuest, Inc. entered into a Stock Issuance, Assumption and Release
      Agreement (the “Assumption Agreement”), by and among SportsQuest, Inc. and **Greens
      Worldwide Incorporated** (“Greens”) 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 of 390,000 shares of its Series A Convertible
                Preferred
                Stock, par value $10.00 per share, to SportsQuest, Inc.;
                and;





The
                assumption by SportsQuest of 50% of Greens indebtedness to the Greens
                Worldwide Investors under a Securities Purchase Agreement, dated
                as of
                March 22, 2007, by and among Greens and the Greens Worldwide Investors
                (the “Greens Worldwide Agreement”).





Greens
      is
      an unconsolidated subsidiary of SportsQuest, Inc.





NOTE
      2 -
      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
      2008. During the year ended May 31, 2008 the Company incurred net loss of
      $1,406,796. 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.





NOTE
      3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





The
      Company prepares its financial statements in accordance with accounting
      principles generally accepted in the United States of America. Significant
      accounting policies are as follows:





F-6




Principles
      of Consolidation





The
      accompanying financial statements represent the consolidated financial position
      and results of operations of the Company and include the accounts and results
      of
      operations of the Company and its majority owned subsidiary. The accompanying
      financial statements include only the active entity of SportsQuest, Inc.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements. These estimates and assumptions also affect the
      reported amounts of revenues, costs and expenses during the reporting period.
      Management evaluates these estimates and assumptions on a regular basis. Actual
      results could differ from those estimates.





The
      primary management estimates included in these financial statements are the
      impairment reserves applied to various long-lived assets, allowance for doubtful
      accounts for gateway access fees and licensing fees, and the fair value of
      its
      stock tendered in various non-monetary transactions.





Reclassification





Certain
      prior period amounts have been reclassified to conform to current year
      presentations.





Cash
      and Cash Equivalents





The
      Company considers all highly liquid investments with an original maturity of
      three months or less to be cash equivalents. At May 31, 2008, cash and cash
      equivalents include cash on hand and cash in the bank.





Property
      and Equipment





Property
      and equipment is recorded at cost and depreciated over the estimated useful
      lives of the assets using principally the straight-line method. When items
      are
      retired or otherwise disposed of, income is charged or credited for the
      difference between net book value and proceeds realized thereon. Ordinary
      maintenance and repairs are charged to expense as incurred, and replacements
      and
      betterments are capitalized. The range of estimated useful lives used to
      calculated depreciation for principal items of property and equipment are as
      follow:




Asset Category
            
            Depreciation/
              Amortization PeriodComputer Equipment
            
            
            3
                YearsOffice
                equipment
            
            
            5
                Years





Income
      Taxes





Deferred
      income taxes are provided based on the provisions of Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"),
      to
      reflect the tax effect of differences in the recognition of revenues and
      expenses between financial reporting and income tax purposes based on the
      enacted tax laws in effect at May 31, 2008.





F-7




Net
      Loss Per Share





Basic
      earnings per share is computed in accordance with FASB No. 128 *Earnings
      Per Share,* by
      dividing net income (loss) available to common shareholders by the weighted
      average number of common shares outstanding during the reporting period. Diluted
      earnings per share reflects the potential dilution that could occur if stock
      options and other commitments to issue common stock were exercised or equity
      awards vest resulting in the issuance of common stock that could share in the
      earnings of the Company. As of May 31, 2008, there were no potential dilutive
      instruments that could result in share dilution *.*





Fair
      Value of Financial Instruments




The
      fair
      value of a financial instrument is the amount at which the instrument could
      be
      exchanged in a current transaction between willing parties other than in a
      forced sale or liquidation.





The
      following methods and assumptions were used to estimate the fair value of each
      class of financial instruments for which it is practicable to estimate that
      value:





Cash
      and
      cash equivalents, licensing receivable, prepaid expenses, other assets, and
      accounts payable, income tax payable, and other current liabilities carrying
      amounts approximate fair value due to their most maturities.




Stock-Based
      Compensation




Financial
      Statement Position (“FSP”) FAS No. 123(R)-5 was issued on October 10, 2006. The
      FSP provides that instruments that were originally issued as employee
      compensation and then modified, and that modification is made to the terms
      of
      the instrument solely to reflect an equity restructuring that occurs when the
      holders are no longer employees, then no change in the recognition or the
      measurement (due to a change in classification) of those instruments will result
      if both of the following conditions are met: (a). There is no increase in fair
      value of the award (or the ratio of intrinsic value to the exercise price of
      the
      award is preserved, that is, the holder is made whole), or the antidilution
      provision is not added to the terms of the award in contemplation of an equity
      restructuring; and (b). All holders of the same class of equity instruments
      (for
      example, stock options) are treated in the same manner. The provisions in this
      FSP shall be applied in the first reporting period beginning after the date
      the
      FSP is posted to the FASB website. The Company has adopted SP FAS No. 123(R)-5
      but it did not have a material impact on its consolidated results of operations
      and financial condition.





Goodwill
      and Other Intangible Assets




The
      Company adopted Statement of Financial Accounting Standard (“SFAS No.”) No. 142, *Goodwill
      and Other Intangible Assets* ,
      effective July 1, 2002. As a result, the Company discontinued amortization
      of
      goodwill, and instead annually evaluates the carrying value of goodwill and
      other intangible assets for impairment, in accordance with the provisions of
      SFAS No. 142. There was no impairment of goodwill or other intangible assets
      in
      Fiscal 2008





Impairment
      of Long-Lived Assets





In
      accordance with SFAS No. 144, long-lived assets, such as property, plant, and
      equipment, and purchased intangibles, are reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Goodwill and other intangible assets are tested for
      impairment annually. Recoverability of assets to be held and used is measured
      by
      a comparison of the carrying amount of an asset to estimated undiscounted future
      cash flows expected to be generated by the asset. If the carrying amount of
      an
      asset exceeds its estimated future cash flows, an impairment charge is
      recognized by the amount by which the carrying amount of the asset exceeds
      the
      fair value of the asset. There were no events or changes in circumstances that
      necessitated a review of impairment of long lived assets.





F-8




Concentration
      of Credit Risk





The
      Company maintains its operating cash balances in banks in Oviedo Florida. The
      Federal Depository Insurance Corporation (FDIC) insures accounts at each
      institution up to $100,000.





Financial
      instruments that potentially subject the Company to concentrations of credit
      risk are primarily trade accounts receivable. The trade accounts receivable
      are
      due primarily from small business customers in numerous geographical locations
      throughout the United States.





The
      Company estimates and provides an allowance for uncollectible accounts
      receivable.





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.




Recent
      Accounting Pronouncements




*Determining
      Whether Instruments Granted in Share-Based Payment Transactions Are
      Participating Securities*





In
      June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue
      No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
      Transactions Are Participating Securities.” The FSP addresses whether
      instruments granted in share-based payment transactions are participating
      securities prior to vesting and, therefore, need to be included in the earnings
      allocation in computing earnings per share under the two-class method. The
      FSP
      affects entities that accrue dividends on share-based payment awards during
      the
      awards’ service period when the dividends do not need to be returned if the
      employees forfeit the award. This FSP is effective for fiscal years beginning
      after December 15, 2008. The Company is currently assessing the impact of
      FSP EITF 03-6-1 on its consolidated financial position and results of
      operations.





*Determining
      Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
      Stock*





In
      June
      2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
      (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5).
      EITF
      07-5 provides that an entity should use a two step approach to evaluate whether
      an equity-linked financial instrument (or embedded feature) is indexed to its
      own stock, including evaluating the instrument's contingent exercise and
      settlement provisions. It also clarifies on the impact of foreign currency
      denominated strike prices and market-based employee stock option valuation
      instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning
      after December 15, 2008. The Company is currently assessing the impact of EITF
      07-5 on its consolidated financial position and results of
      operations.





F-9




*Accounting
      for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
      (Including Partial Cash Settlement)*





In
      May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
      No. 14-1, “Accounting for Convertible Debt Instruments That May Be
      Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
      clarifies the accounting for convertible debt instruments that may be settled
      in
      cash (including partial cash settlement) upon conversion. The FSP requires
      issuers to account separately for the liability and equity components of certain
      convertible debt instruments in a manner that reflects the issuer's
      nonconvertible debt (unsecured debt) borrowing rate when interest cost is
      recognized. The FSP requires bifurcation of a component of the debt,
      classification of that component in equity and the accretion of the resulting
      discount on the debt to be recognized as part of interest expense in our
      consolidated statement of operations. The FSP requires retrospective application
      to the terms of instruments as they existed for all periods presented. The
      FSP
      is effective as of January 1, 2009 and early adoption is not permitted. The
      Company is currently evaluating the potential impact of FSP APB 14-1 upon its
      consolidated financial statements.




*The
      Hierarchy of Generally Accepted Accounting Principles*




In
      May
      2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
      Accounting Principles" (FAS No.162). SFAS No. 162 identifies the sources of
      accounting principles and the framework for selecting the principles used in
      the
      preparation of financial statements. SFAS No. 162 is effective 60 days following
      the SEC's approval of the Public Company Accounting Oversight Board amendments
      to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally
      Accepted Accounting Principles". The implementation of this standard will not
      have a material impact on the Company's consolidated financial position and
      results of operations.




*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.




*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.




F-10




*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 does not expect 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 does not expect 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.




F-11




*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.





NOTE
      4 -
      PROPERTY AND EQUIPMENT





Property
      and equipment, net at May 31, consist of the following:




Years
            
            2008Computer
                Equipment
            
            
            3
            
            $
            8,100Total
                property and equipment
            
            
            
            
            
            8,100Less:
                accumulated depreciation
            
            
            
            
            
            (1,001
            )$
            7,099





The
      depreciation expense for the years ended May 31, 2008 was $394.





NOTE
      5 – INTANGIBLE ASSETS





Property
      and equipment, net at May 31, consist of the following:




Years
            
            2008Media
                content
            
            
            3
            
            $
            10,000,000Total
                intangible assets
            
            
            
            
            
            10,000,000Less:
                accumulated amortization
            
            
            
            
            
            (-
            )$
            10,000,000





The
      Company has not amortized these assets as they were purchased late in the year
      and have not been placed in services as of May 31, 2008.





F-12




NOTE
      6 –
NOTE PAYABLE





Notes
      payable comprise the following:





·
            On
                February 26, 2008, SportsQuest, Inc. entered into a Securities Purchase
                Agreement (the “Purchase Agreement”), by and among SportsQuest, Inc.
                (“Parent”), and SportsQuest Management Group, Inc. (the “Subsidiary”). The
                Parent SportsQuest, Inc., and Subsidiary, SQ Mgt Group 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
                resulted in a funding of a total of $250,000 into the
                Company.





The
      Callable Secured Convertible Notes issued for the $250,000 resulted in a
      beneficial conversion factor that was valued at $170,000 on the date of issuance
      which was accounted for as additional paid in capital and the value of this
      beneficial conversion factor will be amortized over the conversion or when
      a
      note is converted during the period available for conversion.





The
      Purchase Agreement provided that the Parent shall issue to the Secured Party
      certain of SportsQuest 8% Callable Secured Convertible Notes, due three years
      from the date of issue, which are convertible into shares of SportsQuest 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 SportsQuest
      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.





AJW
      Partners, LLC or its registered assigns, is entitled to purchase from
      SportsQuest 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 SportsQuest, Inc. 6,000,000 fully paid and
      non-assessable shares of Common Stock, par value $0.0001 per share, at an
      exercise price per share equal to $0.003.





·
            On
                August 16, 2007, SportsQuest, Inc. 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 SportsQuest 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.





F-13




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





SportsQuest
      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, SportsQuest and the
      SportsQuest Investors entered into a Registration Rights Agreement, dated as
      of
      August 16, 2007. As set forth in the Registration Rights Agreement, SportsQuest
      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 SportsQuest 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.





·
            On
                August 16, 2007, SportsQuest 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.




F-14




·
            On
                August 17, 2007, SportsQuest 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 SportsQuest; and





**•**
            The
                assumption by SportsQuest 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, SportsQuest 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 SportsQuest common stock.





SportsQuest
      has elected to account for the investment at cost since Greens Worldwide does
      not have common shares for SportsQuest 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 SportsQuest was to exercise its conversion rights, SportsQuest
      would not own more than 50% of the voting common shares of Greens
      Worldwide.





·
            On
                September 25, 2007, SportsQuest 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 ZCE (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 parties amended
                the
                cash payment and SportsQuest agreed to service the Debt after closing
                according to the then current monthly schedule and pursuant to the
                terms
                of the Bring Down and Amendment. SportsQuest 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-15




NOTE
      7 – STOCKHOLDER’S EQUITY





**During
      the year ended May 31, 2008 and 2007** :


**Quarter Ended**
              
              **Stock issued**
              
              **Cash Received**
              
              **Non Cash****for Cash**
              
              
              
              **Stock Issued**Year Ended May 31,
                  2008
              
              
              -
              
              
              -
              
              
              500,000




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, Inc. purchased of 100,000 Series A
      Preferred Convertible Shares of our company owned by R. Thomas Kidd which
      represents approximately seventy-nine percent (79%) of our capital stock of
      SportsQuest, Inc. The Closing of the transaction occurred on May 20,
      2008.





In
      February, 2008 500,000 common shares were issued to a Board of Director for
      services rendered.





NOTE
      8 – INCOME TAXES





The
      provision (benefit) for income taxes from continued operations for the years
      ended May 31, 2008 and 2007 consist of the following:





May
                31,2008Current:Federal
            
            $
            (564,264
            )State
            
            
            (-
            )(564,264
            )Deferred:Federal
            
            
            564,264State
            
            
            -564,264Benefit
                from the operatingloss
                carryforward
            
            
            -(Benefit)
                provision for income taxes, net
            
            $
            -





The
      difference between income tax expense computed by applying the federal statutory
      corporate tax rate and actual income tax expense is as follows:





May
                31,2008Statutory
                federal income tax rate
            
            
            34.0
            %State
                income taxes and other
            
            
            0.0
            %Effective
                tax rate
            
            
            34.
            %




F-16




Deferred
      income taxes result from temporary differences in the recognition of income
      and
      expenses for the financial reporting purposes and for tax purposes. The tax
      effect of these temporary differences representing deferred tax asset and
      liabilities result principally from the
      following:





May 31,2008Net
                operating loss carryforward
            
            
            2,852,972(2,852,972
            )Deferred
                income tax asset
            
            $
            -





The
      Company has a net operating loss carryforward of approximately $2,852,972
      available to offset future taxable income through 2028.





NOTE
      9 –
SUBSEQUENT EVENTS





On
      August
      23, 3007, SportsQuest 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 SportsQuest 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, SportsQuest 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.
      SportsQuest 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 SportsQuest 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. SportsQuest 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.




F-17




NOTE
      10-
      COMMITMENTS AND CONTINGENCIES





ZCE,
      INC.





On
      September 27, 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 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.





This
      matter is presently in litigation and the Company has been assured by its
      counsel that it will prevail in this matter.





NOTE
      11 – NET LOSS PER SHARE





Net
      loss
      per share is calculated using the weighted average number of shares of common
      stock outstanding during the year. The company considers the outstanding
      warrants granted for diluted earnings per share for the year ended May 31,
      2008
      and 2007 respectively because the effect of their inclusion would be
      anti-dilutive.





NOTE
      12 – RELATED PARTY TRANSACTIONS





On
      February 15, 2008, SportsQuest issued 500,000 of its common shares to a Company
      Director as compensation for a value of $75,000, or $.15 per share.





F-18




The
      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.





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 during
      litigation.





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
      12 –
STOCK BASED COMPENSATION





The
      Company issues stock options from time to time to executives, key employees
      and
      members of the Board of Directors. The Company has adopted the disclosure-only
      provisions of Statement of Financial Accounting Standards No. 123, "Accounting
      for Stock-Based Compensation," and continues to account for stock based
      compensation using the intrinsic value method prescribed by Accounting
      Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".
      Accordingly, no compensation cost has been recognized for the stock options
      granted to employees.





In
      December 2004, the FASB issued a revision of SFAS No. 123 ("SFAS No. 123(R)")
      that requires compensation costs related to share-based payment transactions
      to
      be recognized in the statement of operations. With limited exceptions, the
      amount of compensation cost will be measured based on the grant-date fair value
      of the equity or liability instruments issued. In addition, liability awards
      will be re-measured each reporting period. Compensation cost will be recognized
      over the period that an employee provides service in exchange for the award.
      SFAS No. 123(R) replaces SFAS No. 123 and is effective as of the beginning
      of
      January 1, 2006. Based on the number of shares and awards outstanding as of
      December 31, 2005 (and without giving effect to any awards which may be granted
      in 2006), we do not expect our adoption of SFAS No. 123(R) in January 2006
      to
      have a material impact on the financial statements.




F-19




Financial
      Statement Position (“FSP”) FAS No. 123(R)-5 was issued on October 10, 2006. The
      FSP provides that instruments that were originally issued as employee
      compensation and then modified, and that modification is made to the terms
      of
      the instrument solely to reflect an equity restructuring that occurs when the
      holders are no longer employees, then no change in the recognition or the
      measurement (due to a change in classification) of those instruments will result
      if both of the following conditions are met: (a). There is no increase in fair
      value of the award (or the ratio of intrinsic value to the exercise price of
      the
      award is preserved, that is, the holder is made whole), or the antidilution
      provision is not added to the terms of the award in contemplation of an equity
      restructuring; and (b). All holders of the same class of equity instruments
      (for
      example, stock options) are treated in the same manner. The provisions in this
      FSP shall be applied in the first reporting period beginning after the date
      the
      FSP is posted to the FASB website. The Company has adopted SP FAS No. 123(R)-5
      but it did not have a material impact on its consolidated results of operations
      and financial condition.




There
      were no options granted in the year ended May 31, 2008 and 2007 and all options
      previously granted have been fully vested and therefore there is no pro forma
      effect for the year then ended. The fair value of each option grant is estimated
      on the date of grant using the Black-Scholes option-pricing model.




The
      Company accounts for stock awards issued to nonemployees in accordance with
      the
      provisions of SFAS No. 123 and Emerging Issues Task Force (“EITF”) Issue No.
      96-18 *Accounting
      for Equity Instruments that are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling Goods or Services* .
      Under
      SFAS No. 123 and EITF 96-18, stock awards to nonemployees are accounted for
      at
      their fair value as determined under Black-Scholes option pricing model.





*
      * * * *
      *





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




*Resignation
      of Previous Auditor* .
      By
      letter dated September 6, 2007, Robert G. Jeffrey, C.P.A. (“Jeffrey”), the
      former auditor and accountant of SportsQuest, Inc. (formerly known as Air Brook
      Airport Express, Inc.) (the “Company”), resigned, effective August 16, 2007. The
      report of Jeffrey on the Company’s 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 the 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, as described in Item
      304(a)(1)(iv)(B) of Regulation S-B.




*Appointment
      of New Auditor* .
      On
      September 7, 2007, the Company engaged Raiche Ende Malter & Co. LLP (the
“First New Auditor”) as its independent registered public accounting firm for
      the Company’s fiscal year ended October 31, 2007. The decision to engage the New
      Auditor as the Company’s independent registered public accounting firm was
      approved by the Company’s board of directors.




The
      Company did not consult with the First New Auditor, 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 the Company’s financial statements, or any
      other matter or event described in Item 304(a)(2)(i) or (ii) of Regulation
      S-B.
      The Company did not have the First new Auditor review any quarterly or annual
      financial statements.




27




On
      February, 2007, dismissed Raiche Ende Malter & Co. LLP and retained Gately
& Associates, LLC. (the Second new Auditor”) as its independent registered
      public accounting firm for the Company’s fiscal year ended October 31, 2007. The
      decision to engage the Second New Auditor as the Company’s independent
      registered public accounting firm was approved by the Company’s board of
      directors.




The
      Company has not consulted with the Second New Auditor, during either of the
      years ended October 31, 2006 and 2005 or the interim period from November 1,
      2006 to September 9, 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 the Company’s financial
      statements, or any other matter or event described in Item 304(a)(2)(i) or
      (ii)
      of Regulation S-B.




On
      September 8, 2008, Kramer Wiseman and Associates, LLP ("KWA") was appointed
      as
      the independent auditor for SportsQuest, Inc. (the "Company") commencing with
      the year ending May 31, 2008, and Gately & Associates, LLC. ("Gately") were
      dismissed as the independent auditors for the Company as of September 8, 2008.
      The decision to change auditors was approved by the Board of Directors on
      September 8, 2008.




The
      report of Gately on the financial statements for either of the one most recent
      completed fiscal years did not contain any adverse opinion or disclaimer of
      opinion or was qualified or modified as to uncertainty, audit scope or
      accounting principles, except for the following:




“The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the accumulation of losses and shortage of capital raise substantial
      doubt about its ability to continue as a going concern. Management's plans
      concerning these matters are also described in Note 3. The financial statements
      do not include any adjustments relating to the recoverability and classification
      of asset carrying amounts or the amount and classification of liabilities that
      might result should the Company be unable to continue as a going
      concern.





During
      the Company's one most recent interim quarter April 30, 2008, January 31, 2008,
      and annual report October 31, 2007, there were no disagreements with Gately
      on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure, which disagreement, if not resolved
      to the satisfaction of Gately, would have caused it to make reference to the
      subject matter of the disagreements in connection with its report with respect
      to the financial statements of the Company.




During
      the Company's one most recent interim quarter April 30, 2008, January 31, 2008,
      and annual report October 31, 2007, there were no "reportable events" as such
      term is described in Item 304(a)(1)(v) of Regulation S-B under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the
      Company.




During
      the Company's one most recent interim quarter April 30, 2008, January 31, 2008,
      and annual report October 31, 2007, the Company did not consult with KWA with
      respect to the Company regarding (i) the application of accounting principles
      to
      a specified transaction, either completed or proposed, or the type of audit
      opinion that might be rendered on the Company’s financial statements, (ii) any
      matter that was either the subject of a disagreement (as defined in Item
      304(a)(1)(iv) of Regulation S-B under the Exchange Act and the related
      instructions to Item 304 of Regulation S-B) or a "reportable event" (as such
      term is described in Item 304(a)(1)(v) of Regulation S-B), or (iii) any of
      the
      matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.




28




The
      Company has furnished a copy of this Report to Gately and requested them to
      furnish the Company with a letter addressed to the Securities and Exchange
      Commission stating whether it agrees with the statements made by the Company
      herein in response to Item 304(a) of Regulation S-K and, if not, stating the
      respects in which it does not agree. The letter from Gately will be submitted
      when received with an amended filing.





**ITEM
      9A. CONTROLS AND PROCEDURES**





Our
      management team, under the supervision and with the participation of our
      principal executive officer and our principal financial officer, evaluated
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures as such term is defined under Rule 13a-15(e) promulgated under
      the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last
      day of the fiscal period covered by this report, May 31, 2008. The term
      disclosure controls and procedures means our controls and other procedures
      that
      are designed to ensure that information required to be disclosed by us in the
      reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported, within the time periods specified in the SEC’s rules
      and forms. Disclosure controls and procedures include, without limitation,
      controls and procedures designed to ensure that information required to be
      disclosed by us in the reports that we file or submit under the Exchange Act
      is
      accumulated and communicated to management, including our principal executive
      and principal financial officer, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required disclosure. Based
      on
      this evaluation, our principal executive officer and our principal financial
      officer concluded that our disclosure controls and procedures were effective
      as
      of May 31, 2008.





Our
      principal executive officer and our principal financial officer, are responsible
      for establishing and maintaining adequate internal control over financial
      reporting, as such term is defined in Exchange Act Rules 13a-15(f).
      Management is required to base its assessment of the effectiveness of our
      internal control over financial reporting on a suitable, recognized control
      framework, such as the framework developed by the Committee of Sponsoring
      Organizations (COSO). The COSO framework, published in *Internal
      Control-Integrated Framework* ,
      is
      known as the COSO Report. Our principal executive officer and our principal
      financial officer, have has chosen the COSO framework on which to base its
      assessment. Based on this evaluation, our management concluded that our internal
      control over financial reporting was effective as of May 31, 2008.





This
      annual report on Form 10-K does not include an attestation report of our
      registered public accounting firm regarding internal control over financial
      reporting. Management’s report was not subject to attestation by our registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission that permit us to provide only management’s report in this
      annual report on Form 10-K.





There
      were no changes in our internal control over financial reporting that occurred
      during the last quarter of 2008 that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial reporting.





This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      O ur
      principal executive officer and our principal financial officer, report
      was not subject to attestation by the company’s registered public accounting
      firm pursuant to temporary rules of the Securities and Exchange Commission
      that
      permit the company to provide only management’s report in this annual report.




29




It
      should
      be noted that any system of controls, however well designed and operated, can
      provide only reasonable and not absolute assurance that the objectives of the
      system are met. In addition, the design of any control system is based in part
      upon certain assumptions about the likelihood of certain events. Because of
      these and other inherent limitations of control systems, there can be no
      assurance that any design will succeed in achieving its stated goals under
      all
      potential future conditions, regardless of how remote.





**Changes
      in Internal Control Over Financial Reporting**





During
      the fiscal quarter ended May 31, 2008, there were no changes in our internal
      control over financial reporting that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**ITEM
      9B. OTHER INFORMATION**


None.





**PART
      III**





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





**Directors
      and Executive Officer**





Mr.
      R.
      Thomas Kidd as of August 17, 2007 accepted the position of Chief Executive
      Officer and a Director of the Company. Information representing Mr.
      Kidd





R.
                Thomas Kidd
            61
            Chairman,
                President, Chief Executive Officer, and Chief Financial
                Officer





The
      Chief
      Executive Officer of the Company will hold office until additional members
      or
      officers are duly elected and qualified. The background and principal
      occupations of the sole officer and director of the Company is as
      follows:





R.
      Thomas
      Kidd, Chief Executive Officer, of DoMark





Since
      August, 2007, R. Thomas Kidd is the President and Chief Executive Officer
      of SportsQuest, Inc., a Delaware corporation that creates, 
develops,  owns and manages high end sports events and related operating
      entities. From January 2007 until August 2007, Mr. Kidd was the Chief Executive
      Officer of Lextra Management Group, Inc., whose assets were acquired by
      SportsQuest,  Inc. Prior thereto from July 2005 through 
November  2006 he served as the Chief  Executive  Officer and
      Director of Greens  Worldwide  Incorporated,  a publicly
      held  company,  and its subsidiary U.S. Golf Tour, 
primarily  involved in the development of a new golf organization  and
      sports  enterprise.  Prior thereto, from April
      1999 through


October
      2004, Mr. Kidd served as Chief Executive Officer and President of ASGA,
      Inc., and the American Senior Golf Association. 
For approximately the past thirty (30) years, Mr. Kidd has been
      engaged in various capacities in developing sports organizations including,
      among others, two (2) national professional golf tours and one (1) senior golf
      tour.





Richard
                Altmann
            58
            Director




30




Rick
      Altmann has served as a member of the Board
      of Directors of SportsQuest, Inc.
      since September 14, 2007.  Mr.  Altmann has served
      as the President of American Lawn keepers since 1996.





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





The
      Company is aware that all filings of Form 4 and 5 required of Section 16(a)
      of
      the Exchange Act of Directors, Officers or holders of 10% of the Company's
      shares have not been timely and the Company has instituted procedures to ensure
      compliance in the future.





**ITEM
      11. EXECUTIVE COMPENSATION**





**Name
                and Principal Position**
            
            **Year**
            
            **Salary ($)**
            
            **Bonus ($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option**
              **Awards**
              **($)**
            
            **Non-Equity**
              **Incentive**
              **Plan**
              **Compensation-**
              **Ion**
              **($)**
            
            **Change in**
              **Pension**
              **Value and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
              **($)**
            
            **All Other**
              **Compensation-**
              **ion**
              **($)**
            
            **Total**
              **($)**R. Thomas
                Kidd
            
            
            2008
              2007
            
            
            -
              -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
              -Chief
                Executive Officer





**Summary
      Compensation Table**





The
      following table sets forth the cash compensation paid by the Company to its
      Chief Executive Officer and to all other executive officers for services
      rendered from March 31, 2008 through May 31, 2008. Currently, R. Thomas Kidd
      is
      the Chairman, Chief Executive Officer, President and Principle Financial
      Officer.




**2008
      SUMMARY COMPENSATION TABLE**





**2007
      OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE**





**Option
                Awards**
            
            **Stock
                Awards****Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options (#)**
            
            **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options (#)**
            
            **Equity**
              **Incentive**
              **Plan Awards:**
              **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Unearned**
              **Options (#)**
            
            **Option**
              **Exercise**
              **Price ($)**
            
            **Option**
              **Expiration**
              **Date**
            
            **Number of**
              **Shares or**
              **Units of**
              **Stock That**
              **Have Not**
              **Vested (#)**
            
            **Market**
              **Value of**
              **Shares or**
              **Units of**
              **Stock That**
              **Have Not**
              **Vested ($)**
            
            **Equity**
              **Incentive**
              **Plan Awards:**
              **Number**
              **of**
              **Unearned**
              **Shares,**
              **Units****or**
              **Other**
              **Rights**
              **That**
              **Have Not**
              **Vested (#)**
            
            **Equity**
              **Incentive**
              **Plan Awards:**
              **Market or**
              **Payout Value**
              **of Unearned**
              **Shares, Units**
              **or Other**
              **Rights That**
              **Have Not**
              **Vested ($)****N**
            
            **Exercisable**
            
            **Unexercisable**R.
                Thomas Kidd
            
            
            -
            
            
            —
            
            
            —
            
            
            -
            
            
            -
            
            
            —
            
            
            —
            
            
            —
            
            
            —




31




**2008
      OPTION EXERCISES AND STOCK VESTED TABLE**




**2008
      PENSION BENEFITS TABLE**




**Name**
            
            **Plan**
              **Name**
            
            **Number of**
              **Years**
              **Credited**
              **Service**
              **(#)**
            
            **Present**
              **Value**
              **of Accumulated**
              **Benefit**
              **($)**
            
            **Payments During**
              **Last**
              **Fiscal Year**
              **($)**R.
                Thomas Kidd
              Chief
                Executive Officer
            
            
            —
            
            
            —
            
            
            —
            
            
            —





**2008
      NONQUALIFIED DEFERRED COMPENSATION TABLE**




**Name**
            
            **Executive**
              **Contributions**
              **in Last Fiscal Year**
              **($)**
            
            **Registrant**
              **Contributions in**
              **Last**
              **Fiscal Year**
              **($)**
            
            **Aggregate**
              **Earnings**
              **in Last Fiscal**
              **Year**
              **($)**
            
            **Aggregate**
              **Withdrawals /**
              **Distributions**
              **($)**
            
            **Aggregate**
              **Balance****at**
              **Last Fiscal**
              **Year-End**
              **($)**R.
                Thomas Kidd
              Chief
                Executive Officer
            
            
            —
            
            
            —
            
            
            -
            
            
            -
            
            
            -





**2008
      DIRECTOR COMPENSATION TABLE**




**Name**
            
            **Fees Earned or**
              **Paid in Cash**
              **($)**
            
            **Stock Awards**
              **($)**
            
            **Option Awards**
              **($)**
            
            **Non-Equity**
              **Incentive Plan**
              **Compensation**
              **($)**
            
            **Change**
              **in Pension**
              **Value and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
              **($)**
            
            **All Other**
              **Compensation**
              **($)**
            
            **Total**
              **($)**R. Thomas
                Kidd
              Chief
                Executive Officer
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            -
            
            
            -




**2008
      ALL OTHER COMPENSATION TABLE**




**Name**
            
            **Year**
            
            **Perquisites**
              **and Other**
              **Personal**
              **Benefits**
              **($)**
            
            **Tax**
              **Reimbursements**
              **($)**
            
            **Insurance**
              **Premiums**
              **($)**
            
            **Company**
              **Contributions**
              **to Retirement and**
              **401(k) Plans**
              **($)**
            
            **Severance**
              **Payments /**
              **Accruals**
              **($)**
            
            **Change**
              **in Control**
              **Payments /**
              **Accruals**
              **($)**
            
            **Total ($)**R.
                Thomas Kidd
              Chief
                Executive Officer
            
            
            2008
              2007
            
            
            -
            
            
            3⁄4
              3⁄4
            
            
            3⁄4
              3⁄4
            
            
            —
              3⁄4
            
            
            —
              3⁄4
            
            
            —
              3⁄4
            
            -




32




**2008
      PERQUISITES TABLE**




**Name**
            
            **Year**
            
            **Personal Use of**
              **Company**
              **Car/Parking**
            
            **Financial Planning/**
              **Legal Fees**
            
            **Club Dues**
            
            **Executive**
              **Relocation**
            
            **Total Perquisites**
              **and**
              **Other Personal**
              **Benefits**R.
                Thomas Kidd
              Chief
                Executive Officer
            
            
            2008
              2007
            
            
            —
              —
            
            
            —
              3⁄4
            
            
            —
              3⁄4
            
            
            —
              3⁄4
            
            
            —
              3⁄4





**2008
      POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
      TABLE**




**Name**
            
            **Benefit**
            
            **Before**
              **Change in**
              **Control**
              **Termination**
              **w/o Cause or**
              **for**
              **Good Reason**
            
            **After Change in**
              **Control**
              **Termination**
              **w/o Cause or**
              **for Good**
              **Reason**
            
            **Voluntary**
              **Termination**
            
            **Death**
            
            **Disability**
            
            **Change in**
              **Control**R.
                Thomas Kidd
              Chief
                Executive Officer
            
            
            Basic
                salary
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -




**Compensation
      of Directors**





Mr.
      Kidd
      is also a member of the board of directors of the Company and is not compensated
      for those services.





**ITEM
      1** **2.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.**




The
      following table sets forth certain information regarding beneficial ownership
      of
      the common stock as of May 31, 2008 by (i) each person who is known by the
      Company to own beneficially more than 5% of the any classes of outstanding
      Stock, (ii) each director of the Company, (iii) each of the Chief
      Executive Officers and the two (2) most highly compensated executive
      officers who earned in excess of $100,000 for all services in all capacities
      (collectively, the “Named Executive Officers”) and (iv) all directors and
      executive officers of the Company as a group.




The
      number and percentage of shares beneficially owned is determined in accordance
      with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not
      necessarily indicative of beneficial ownership for any other purpose and is
      based on 12,397,594  shares
      beneficially owned as of May 31, 2008. We believe that each individual or entity
      named has sole investment and voting power with respect to the securities
      indicated as beneficially owned by them, subject to community property laws,
      where applicable, except where otherwise noted. Unless otherwise stated, the
      address of each person; 1809 East Broadway # 125, Oviedo, FL 32795.




33




Name
                and Address
            
            Shares Owned (1)
            
            Common StockR.
                Thomas Kidd & Joan Kidd
            
            
            7,474,050
            
            
            60.0
            %1809
                East Broadway # 125Oviedo,
                Fl 32795





**Changes
      in Control**




We
      are
      not aware of any arrangements that may result in a change in control of the
      Company.




**DESCRIPTION
      OF SECURITIES**




**General**




Our
      authorized capital stock consists of 98,800,000 shares of common stock, par
      value $ .0001 and 1,200,000 shares of preferred stock, par value $.0001.




**Common
      Stock**




The
      shares of our common stock presently outstanding, and any shares of our common
      stock issues upon exercise of stock options and/or warrants, will be fully
      paid
      and non-assessable. Each holder of common stock is entitled to one vote for
      each
      share owned on all matters voted upon by shareholders, and a majority vote
      is
      required for all actions to be taken by shareholders. In the event we liquidate,
      dissolve or wind-up our operations, the holders of the common stock are entitled
      to share equally and ratably in our assets, if any, remaining after the payment
      of all our debts and liabilities and the liquidation preference of any shares
      of
      preferred stock that may then be outstanding. The common stock has no preemptive
      rights, no cumulative voting rights, and no redemption, sinking fund, or
      conversion provisions. Since the holders of common stock do not have cumulative
      voting rights, holders of more than 50% of the outstanding shares can elect
      all
      of our Directors, and the holders of the remaining shares by themselves cannot
      elect any Directors. Holders of common stock are entitled to receive dividends,
      if and when declared by the Board of Directors, out of funds legally available
      for such purpose, subject to the dividend and liquidation rights of any
      preferred stock that may then be outstanding.




**Dividend
      Policy**




We
      have
      never declared any cash dividends on our common stock. We currently intend
      to
      retain future earnings, if any, to finance the expansion of our business. As
      a
      result, we do not anticipate paying any cash dividends in the foreseeable
      future.




34




**Options
      and Warrants:**





As
      of May
      31, 2008 there were no options or warrants outstanding to acquire shares of
      the
      Company’s common stock.




**Convertible
      Securities**





At
      May
      31, 2008 we have no convertible securities of the Company, except those
      convertible securities as disclosed outstanding with SportsQuest, Inc.




**Amendment
      of our Bylaws**




Our
      bylaws may be adopted, amended or repealed by the affirmative vote of a majority
      of our outstanding shares. Subject to applicable law, our bylaws also may be
      adopted, amended or repealed by our board of directors.





**ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDPENDENCE.**





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
      February 15, 2008, SportsQuest issued 500,000 of its common shares to a
      SportsQuest Director as compensation for a value of $75,000, or $.15 per
      share.





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
      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 during
      litigation.




35




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 15 th of 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 0 shares
      of Common stock as compensation for serving as a Director.





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 CEO of the Company has forgiven the accrual of unpaid compensation
      as of May 31, 2008.





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
      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.





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




**Audit
      Fees.** The
      aggregate fees billed by Kramer Weisman and Associates LLP for professional
      services rendered for the audit of the Company’s annual financial statements for
      the period ended May 31, 2008 approximate d
      $7,500
      and $0.00 respectively. The aggregate fees billed by Kramer Weisman and
      Associates LLP for the review
      of the financial statements included in the Company’s Forms 10-Q for the period
      ended May 31, 2008 approximated $0.00 per year.




36




**Audit-Related
      Fees.** The
      aggregate fees billed by Kramer Weisman and Associates LLP for assurance and
      related services that are reasonably related to the performance of the audit
      or
      review of the Company’s financial statements for the period ended May 31, 2008,
      and that are not disclosed in the paragraph captioned “Audit Fees” above, were
      $7,500 and $0, respectively.





**Tax
      Fees.** The
      aggregate fees billed by Kramer Weisman and Associates LLP for professional
      services rendered for tax compliance, tax advice and tax planning for the period
      ended May 31, 2008 were $0.





**All
      Other Fees.** The
      aggregate fees billed Kramer Weisman and Associates LLP for products and
      services, other than the services described in the paragraphs “Audit Fees,”
“Audit-Related Fees,” and “Tax Fees” above for the period ended May 31, 2008
      approximated $0.00.




**PART
      IV**





**ITEM
      15. EXHIBITS AND REPORTS.**




Exhibits3.1
            
            Articles
                of Incorporation (1)3.1
            
            Amendments
                to Articles of Incorporation – Fourth Article (1)3.1
            
            Amendment
                to Articles of Incorporation – Name Change (1)14.1
            
            Code
                of Ethics (2)23.1
            
            Consent
                of Independent Auditor31.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes
                Oxley
                Act. (2)31.2
            
            Certification
                of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes
                Oxley Act (2)32.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 906 of the Sarbanes
                Oxley
                Act. (2)32.2
            
            Certification
                of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes
                Oxley Act (2)99.1
            
            Audit
                Committee Charter (2)99.2
            
            Compensations
                Committee Charter (2)





___________________________________________________





(1).
      Incorporated by reference to the same exhibit filed with the Company’s Annual
      Report on Form 10-KSB for the year ending May 31, 2006.


(2)
      Filed
      herewith


37





**ITEM
      15: SIGNATURES**




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, there unto duly authorized.





Registrant
              Date:
                September 15, 2008
            
            *SportsQuest,
                Inc.*
              *By:
                /s/ Thomas Kidd*R.
                Thomas KiddChairman,
                President Chief Executive Officer (Principal
              Executive
                Officer)





Date:
                September 15, 2008
            
            *By:
                /s/ Thomas Kidd*R.
                Thomas KiddPrincipal
                Financial Officer





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities indicated on the 12 th day of
      September 2008.





s/ R.   Thomas
                Kidd
            
            Pres
                Chief Executive Officer, Principal Financial Officer and DirectorR.
                Thomas Kidd


38