UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~November~~February 3028, ~~2024~~2025

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

For the transition period from __________ to __________

Commission File Number: 000-56466

PACIFIC SPORTS EXCHANGE INC.

(Exact name of registrant as specified in its charter)

Delaware		83-1189007
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3055 NW Yeon Ave, #236, Portland, OR		97210
(Address of principal executive offices)		(Zip Code)

(971) 279-2764

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 14,375,000 shares of Common Stock issued and outstanding as of ~~January~~March 67, 2025.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	9
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1011
Item 1A.	Risk Factors	1011
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1011
Item 3.	Defaults Upon Senior Securities	1011
Item 4.	Mine Safety Disclosures	1011
Item 5.	Other Information	1011
Item 6.	Exhibits	1112
SIGNATURES		1213

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q, and the exhibits attached hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statement that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “believes”, “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements.

Some of the important risks and uncertainties that could affect forward-looking statements are described further in this “Management’s Discussion and Analysis” section of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Pacific Sports disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Pacific Sports,” and the “Company,” mean Pacific Sports Exchange, Inc., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

Management’s Discussion and Analysis is intended to be read in conjunction with the Company’s financial statements and the integral notes (“Notes”) thereto for the period ending ~~November~~February 3028, ~~2024~~2025. The following statements may be forward-looking in nature and actual results may differ materially.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INTERIM FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~November~~February 3028, ~~2024~~2025

(Unaudited)

INDEX TO UNAUDITED FINANCIAL STATEMENTS

		Page
Balance Sheets as of November 30, 2024, and August 31, 2024 (Unaudited)		F-2
Balance Sheets as of February 28, 2025, and August 31, 2024 (Unaudited)		F-2
Statements of Operations for the Three Months Ended November 30, 2024, and 2023 (Unaudited)		F-3
Statements of Operations for the Three and Six Months Ended February 28, 2025, and February 29, 2024 (Unaudited)		F-3
Statements of Changes in Stockholders’ Deficit for the Three Months Ended November 30, 2024, and 2023 (Unaudited)		F-4
Statements of Changes in Stockholders’ Deficit for the Six Months Ended February 28, 2025, and February 29, 2024 (Unaudited)		F-4
Statements of Cash Flows for the Three Months Ended November 30, 2024, and 2023 (Unaudited)		F-5
Statements of Cash Flows for the Six Months Ended February 28, 2025, and February 29, 2024 (Unaudited)		F-5
Notes to the Unaudited Financial Statements		F-6

F-1

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PACIFIC SPORTS EXCHANGE INC.

BALANCE SHEETS

(UNAUDITED)

	As of			As of
	November 30,			August 31,
	February 28,			August 31,
	2024			2024
	2025			2024
Assets
Current Assets
Cash	$	201,972		$	995
Inventory		~~1,169~~269			269
Total Current Assets		12,~~189~~241			1,264
Total Assets	$	12,~~189~~241		$	1,264
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	105,~~788~~074		$	63,019
Due to related party		3,550			17,400
Due to related parties		17,489			17,400
Total Current Liabilities		1422,~~338~~563			80,419
Stockholders' Deficit
Preferred stock: 20,000,000 shares authorized; $0.001 par value; no shares issued and outstanding		-			-
Common stock: 200,000,000 shares authorized; $0.001 par value; 14,375,000 shares issued and outstanding, respectively.		14,375			14,375
Additional paid-in capital		136,514			62,691
Accumulated deficit		(~~164~~171,~~038~~211	)		(156,221	)
Total Stockholders' Deficit		(1320,~~149~~322	)		(79,155	)
Total Liabilities and Stockholders' Deficit	$	12,~~189~~241		$	1,264

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PACIFIC SPORTS EXCHANGE INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	November 30,
	February 28,			February 29			February 28,			February 29
	2024			2023
	2025			2024			2025			2024
Revenues	$	-2,000		$	21,~~300~~100		$	2,000		$	3,400
Cost of goods sold		-(900	)		(~~1,740~~800	)		(900	)		(2,540	)
Gross profit		-1,100			~~560~~300			1,100			860
Operating Expenses
General and administrative		~~226~~48			~~296~~162			274			458
Professional fees		78,~~591~~225			56,~~898~~193			15,816			12,091
Total operating expenses		78,~~817~~273			6,~~194~~355			16,090			12,549
Loss from operations		(7,~~817~~173	)		(56,~~634~~055	)		(14,990	)		(11,689	)
Loss before income taxes		(7,~~817~~173	)		(56,~~634~~055	)		(14,990	)		(11,689	)
Provision for income taxes		-			-			-			-
Net loss	$	(7,~~817~~173	)	$	(56,~~634~~055	)	$	(14,990	)	$	(11,689	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		14,375,000			14,375,000			14,375,000			14,375,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PACIFIC SPORTS EXCHANGE INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the Three and Six Months Ended ~~November~~February 3028, ~~2024~~2025

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - August 31, 2024		14,375,000	$	14,375	$	62,691	$	(156,221	)	$	(79,155	)
Forgiveness of related party loan		-		-		73,823		-			73,823
Net loss		-		-		-		(7,817	)		(7,817	)
Balance - November 30, 2024		14,375,000	$	14,375	$	136,514	$	(164,038	)	$	(13,149	)
Net loss		-		-		-		(7,173	)		(7,173	)
Balance - February 28, 2025		14,375,000	$	14,375	$	136,514	$	(171,211	)	$	(20,322	)

For the Three and Six Months Ended ~~November~~February 3029, ~~2023~~2024

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - August 31, 2023		14,375,000	$	14,375	$	62,691	$	(166,149	)	$	(89,083	)
Net loss		-		-		-		(5,634	)		(5,634	)
Balance - November 30, 2023		14,375,000	$	14,375	$	62,691	$	(171,783	)	$	(94,717	)
Net loss		-		-		-		(6,055	)		(6,055	)
Balance - February 29, 2024		14,375,000	$	14,375	$	62,691	$	(177,838	)	$	(100,772	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PACIFIC SPORTS EXCHANGE INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	Six Months Ended
	November 30,
	February 28,			February 29
	2024			2023
	2025			2024
Cash Flows from Operating Activities
Net loss	$	(714,~~817~~990	)	$	(511,~~634~~689	)
Changes in operating assets and liabilities:
Inventory		~~(900~~-	)		-(800	)
Accounts payable and accrued liabilities		(5257,~~231~~945	)		510,~~373~~893
Related party advances funding operations		59,973			-
Related parties’ advances funding operations		73,912			-
Net cash used in operating activities		(975	)		(261	)
Net cash provided by (used in) operating activities		977			(1,596	)
Net change in cash for the period		~~(975~~977	)		(~~261~~1,596	)
Cash at beginning of period		995			2,151
Cash at end of period	$	201,972		$	~~1,890~~555
Supplemental Cash Flow Information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Non-Cash Investing and Financing Activities
Related party due, forgiveness	$	73,823		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-5

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PACIFIC SPORTS EXCHANGE INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

Pacific Sports Exchange Inc., (“Pacific Sports” “the Company,” “we” or “us”) was incorporated in the state of Delaware on July 2, 2018. ~~It is based in Punta Gorda, Florida.~~ The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”), and the Company’s fiscal year end is August 31.

The Company operates as a sports equipment vendor, specializing in tennis and golf. The Company sources high value new and used equipment and sells it online. The target market is an avid domestic or international customer that is serious about his/her golf or tennis game and will return to the Company for future purchases.

To date, the Company’s activities have been limited to generating revenue via www.ebay.com, as well as developing initial business contacts and services.

Changes in Control

Effective September 23, 2024, Timothy Conte and Jennifer Whitesides, the previous officers and directors and majority shareholders of the Company, entered into a stock purchase agreements for the sale of an aggregate of 10,000,000 shares of Common Stock of the Company, representing approximately 70% of the issued and outstanding shares of Common Stock of the Company as of such date, to Alpine Elite Holdings Ltd., and as such itAlpine Elite Holdings Ltd. is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

On September 6, 2024, Mr. Conte and Ms. Whitesides resigned from all executive officer positions with the Company, including Chief Executive Officer and President, and as members of the Board, and Huang Hua Shang was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and sole Director.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of ~~November~~February 3028, ~~2024~~2025, the Company has an accumulated deficit of $~~164~~171,~~038 and~~211and ~~did~~earned ~~not~~nominal ~~earn~~ operating revenues.

The ability of the Company to obtain profitability is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional operating funds through equity and/or debt financing. However, there can be no assurance management will be successful in its endeavors.

There are no assurances that the Company will be able to either 1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or 2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-6

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all the information and footnotes required by GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of ~~November~~February 3028, ~~2024~~2025, and the results of operations and cash flows for the periods presented. The results of operations for the period ended ~~November~~February 3028, ~~2024~~2025, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2024, filed with the SEC on November 29, 2024.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $201,972 and $995 in cash as of ~~November~~February 3028,~~2024~~ 2025 and August 31, 2024, respectively.

Inventory

The Company’s inventory consists of tennis equipment and golf carts. All inventory is finished goods. Inventories are stated at the lower of cost or net realizable value. The inventory is stored on-site at the Florida office of the Company. The Company utilizes first-in first-out for inventory items held. We periodically review inventories for obsolescence and any inventories identified as obsolete are written down. Although we believe that the assumptions we use to estimate inventory write-downs are reasonable, future changes in these assumptions could provide a significantly different result.

Revenue Recognition

Revenue is earned from the reselling of new and used sports equipment. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations pursuant to each of its equipment sales transactions:

	·	identify the contract with a customer;
	·	identify the performance obligations in the contract;
	·	determine the transaction price;
	·	allocate the transaction price to performance obligations in the contract; and
	·	recognize revenue as the performance obligation is satisfied.

The Company operates as an online-only retailer and utilizes eBay Inc. (“eBay”) as its prime marketing channel. The Company currently relies on eBay, a third-party marketplace, to facilitate its sales. Such reliance on any third-party platform to generate revenues carries with it certain risks, including but not necessarily limited to the Company could violate the terms of service and lose its selling privileges, or the sites themselves could experience technical issues and/or fail. The Company always strives to abide by the policies of any third-party platform and endeavors to provide superior customer service.

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Typical sales transactions are usually fulfilled within twenty-four (24) hours of completing the transaction online. Contracts stating the transaction price and our performance obligation to deliver the ordered products are deemed to be entered into via eBay at the time the customer submits payment, which is conducted through the PayPal payment platform. Due to the instantaneous nature of a customer submitting an order online at a stated price and the same or next business day shipment of product, the Company does not anticipate that variable consideration or contract assets or liabilities will arise in the normal course of business.

Revenues are recognized based on the sales contract price, net of sales taxes, when control of the promised goods are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods. Our contracted prices primarily include cost of inventory, shipping and handling, eBay commission fee and our margin, which varies depending on each item. We may provide incentives to our customers from time to time, including discounts, coupons and rewards, which are treated as a reduction in revenue. We may provide sales under a consignment for a client. When acting as an agent, where we do not take delivery of the inventory, we record all costs of sales as a reduction in revenue. The Company does not accept returns and clearly indicates this in our listings. However, if a customer receives an item that is not as described in the eBay listing, we must follow the eBay moneyback guarantee policy which obligates us to issue a full refund within three (3) business days. We do not provide an estimate for returns as we do not anticipate any returns in the normal course of business.

Consignment Sales

The Company, as a consignee, provides a service to sell tennis racquets through its online marketplace with eBay. The Company retains a percentage of the proceeds received as payment for its consignment items, which the Company refers to as its ‘‘take rate.’’ The Company recognizes consignment revenue upon shipment of the consigned good to a customer as its performance obligation of providing consignment services to the consignor is satisfied at that point. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from a customer. Title to the consigned goods remain with the consignor until transferred to a customer subsequent to purchase of the consigned goods. In any event of damage or loss of consignment items, the Company will recognize an expense and will pay all related disbursements. The Company does not take title of consigned goods at any time.

Other Sales

The Company purchases used golf carts as its own inventory for resale. The Company reports revenue on a gross basis from amounts collected from the customer upon transferring the product to the buyer.

Cost of Goods Sold

Cost of goods sold includes the following expenses: inventory costs and expenses related to eBay fees, repair, fuel and shipping services.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

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NOTE 3 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders.

~~During~~F-8 ~~the~~Table ~~three months ended November 30, 2024, and 2023, the Company’s former CEO and Director advanced to the Company an amount~~ of ~~$56,424 and $0 by paying operating expenses on behalf of the Company, respectively.~~ Contents

During the ~~three~~six months ended ~~November~~February 3028, 2025, and February 29,2024, the Company’s ~~shareholder~~former CEO and Director advanced to the Company an amount of $356,~~550~~423 and $0 by paying ~~for~~ operating expenses on behalf of the Company, respectively.

During the six months ended February 28, 2025, the Company’s shareholder advanced to the Company an amount of $17,489 by paying for operating expenses on behalf of the Company.

Pursuant to a change in control dated September 23, 2024, the Company’s former CEO and Director forgave the outstanding balance of $73,823.

As of ~~November~~February 3028, ~~2024~~2025 and August 31, 2024, the Company was obligated to the former CEO and Director for a balance of $0 and $17,400, which was unsecured, non-interest-bearing and due on demand. Pursuant to a change in control dated September 23, 2024, the Company’s former CEO and Director forgave the outstanding balance of $73,823.

As of ~~November~~February 3028, ~~2024~~2025, the Company was obligated to the current shareholder for a balance of $317,~~550~~489, which is unsecured, non-interest-bearing and due on demand and has not been formalized by a promissory note.

NOTE 4 – EQUITY

Preferred Stock

The Company has authorized 20,000,000 shares of Preferred Stock with a par value of $0.001 per share. No preferred stock was issued or outstanding as of ~~November~~February 3028,~~2024~~ 2025 and August 31, 2024.

Common Stock

The Company has authorized 200,000,000 shares of Common Stock with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the Corporation is sought.

As of ~~November~~February 3028,~~2024~~ 2025, and August 31, 2024, the Company had 14,375,000 shares of Common Stock issued and outstanding.

NOTE 5 – CONCENTRATION

As of ~~November~~February 3028,~~2024~~ 2025, and August 31, 2024 and for the ~~three~~six months ended ~~November~~February 3028,~~2024~~ 2025 and ~~2023~~February 29, 2024, customer and supplier concentrations (more than 10%) were as follows:

Revenue

During the ~~three~~six months ended ~~November~~February 3028, ~~2024,~~2025 ~~the~~and ~~Company~~February ~~did~~29, ~~not~~2024, ~~earn~~one ~~revenue.~~(1) ~~During~~customer ~~the~~represented ~~three~~100% ~~months~~and ~~ended~~three ~~November 30, 2023, two~~ (23) customers represented 100% of our revenue of which each accounted for more than 10% of our revenue, respectively.

Purchases

During the ~~three~~six months ended ~~November~~February 3028,~~2024~~ 2025 and ~~2023~~February 29, 2024, one (1) supplier represented 100% and ~~two~~four (24) suppliers represented 100% of our purchases of which each accounted for more than 10% of our purchases, respectively.

Accounts receivable

As of ~~November~~February 3028,~~2024~~ 2025, and August 31, 2024, the accounts receivable balances were nil.

NOTE 6- SUBSEQUENT EVENTS

The Company has evaluated events occurring subsequent to ~~November~~February 3028, ~~2024~~2025, through the issuance of the financial statements and determined that there are no additional events requiring disclosure

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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

General Overview

The Company was incorporated in Delaware on July 2, 2018, to engage in the business of re-selling new and used tennis and golf equipment. We have since added used golf carts to our resale inventory and have begun engaging in consignment sales of tennis rackets and golf carts. The concept is to source top-quality, in-demand equipment, and resell it to both domestic and international customers. Our Company has identified popular brands and models that retain value, in new and used condition, across the various markets in which we plan to sell.

We operate as an online-only entity and utilize eBay Inc. (“eBay”) as our primary marketing channel. We will also optimize our own website for “global” search terms and internally vend equipment through an expanding referral network of repeat customers.

To date, the Company’s activities have included building out its business operations and marketing, acquiring inventory, generating revenue via www.ebay.com, as well as developing supplier and business contacts and services.

Our principal executive office is located at 3055 NW Yeon Ave, #236, Portland , OR 97210 and our telephone number is (971) 279-2764. Our corporate website is www.pacificsportsexchange.com.

We have not been subject to any bankruptcy, receivership, or similar proceeding. We do not have any subsidiaries.

Changes in Control

Effective September 23, 2024, Timothy Conte and Jennifer Whitesides, the previous officers and Directors and majority shareholders of the Company, entered into stock purchase agreements for the sale of an aggregate of 10,000,000 shares of Common Stock of the Company, representing approximately 70% of the issued and outstanding shares of Common Stock of the Company as of such date, to Alpine Elite Holdings Ltd., and as such Alpine Elite Holdings Ltd. is able to unilaterally control the election of our Board of Directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

Description of Business

We specialize in the reselling of new and used tennis and golf equipment, including reselling used golf carts and engaging in consignment sales of tennis rackets and golf carts. The concept is to source top-quality, in-demand equipment and resell it to both domestic and international customers. We have identified popular brands and models that retain their value in new and used conditions.

To source in-demand equipment, our Company has established relationships with local Southwest Florida sports retailers to purchase their surplus end-of-season inventory and trade-ins. The Company also attends golf and tennis trade shows and monitors re-seller equipment events to pin-point trends in high-demand used equipment. Both Florida and California have been identified as premium geographic locations to search for and secure the desired supply of top-end equipment.

We currently operate as an online-only entity and utilize eBay as our primary marketing channel. We will also optimize our own website for “global” search terms and internal vending equipment to a worldwide market. Because the Company relies on third-party websites such as eBay to make its sales, such reliance on any third-party platform to generate revenues carries with it certain risks including but not necessarily limited to: the Company could violate the terms of service and lose its selling privileges, or the sites themselves could experience technical issues and/or fail. The Company will always strive to abide by the policies of any third-party platform and will endeavor to provide superior customer service. The Company will also look to improve the marketing and functionality of its own website, to act as a hedge against the risk of relying on third-party partners.

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The Company has experience in both the sports of tennis and golf, and through this experience have identified high-value, high-margin equipment that resells profitably to both international and domestic customers. The goal is to create a unique supply chain that targets niche, valued products and their buyers. Serious golfers and tennis players are very particular about their equipment and will go to considerable lengths to secure what they are looking for in a quest to improve their game; this customer is our prime target market, and our marketing approach will be to create a relationship (wherever possible) with this customer and become their ongoing equipment supplier through social media and electronic outreach.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, and ~~2023~~February 29, 2024, which are included herein.

Three months ended ~~November~~February 3028, ~~2024~~2025, compared to three months ended ~~November~~February 3029, ~~2023~~2024.

	Three Months Ended
	November 30,
	February 28,			February 29,
	2024			2023			Change
	2025			2024			Change
Revenue	$	-2,000		$	21,~~300~~100		$	~~(2,300~~900	)
Cost of goods sold		-900			~~1,740~~800			~~(1,740~~100	)
Gross profit		-1,100			~~560~~300			~~(560~~800	)
Operating expenses		78,~~817~~273			6,~~194~~355			1,~~623~~918
Net loss	$	(7,~~817~~173	)	$	(56,~~634~~055	)	$	(21,~~183~~118	)

Net loss was $7,~~817~~173 for the three months ended ~~November~~February 3028, ~~2024~~2025, and $56,~~634~~055 net loss for the three months ended ~~November~~February 3029, ~~2023~~2024. The increase in net loss from $56,~~634~~055 for the three months ended ~~November~~February 3029, ~~2023~~2024, to $7,~~817~~173 net loss for the three months ended ~~November~~February 3028, ~~2024~~2025, was primarily due to aan ~~decrease~~increase in gross profit of $~~560~~800 ~~and~~offset by an increase in operating expenses of $1,~~623~~918.

Revenue for the three months ended ~~November~~February 3028,~~2024~~ 2025, and ~~2023~~February 29, 2024, was $02,000 and $21,~~300~~100, respectively.

Cost of goods sold for the three months ended ~~November~~February 3028, ~~2024~~2025, and ~~2023~~February 29, 2024, was $0900 and $1800,~~740,~~ respectively.

Operating expenses for the three months ended ~~November~~February 3028, ~~2024~~2025, and ~~2023~~February 29, 2024, were $78,~~817~~273 and $6,~~194~~355, respectively. Operating expenses during the three months ended ~~November~~February 3028, ~~2024~~2025, and ~~2023~~February 29, 2024, were primarily attributed to general and administration expenses of $~~226~~48 and $~~296~~162, and professional fees of $78,~~591~~225 and $56,~~898~~193, respectively.

Six months ended February 28, 2025, compared to three months ended February 29, 2024.

	Six Months Ended
	February 28,			February 29,
	2025			2024			Change
Revenue	$	2,000		$	3,400		$	(1,400	)
Cost of goods sold		900			2,540			(1,640	)
Gross profit		1,100			860			240
Operating expenses		16,090			12,549			3,541
Net loss	$	(14,990	)	$	(11,689	)	$	(3,301	)

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Net loss was $14,990 for the six months ended February 28, 2025, and $11,689 net loss for the six months ended February 29, 2024. The increase in net loss from $11,689 for the six months ended February 29, 2024, to $14,990 net loss for the six months ended February 28, 2025, was primarily due to an increase in gross profit of $240 offset by an increase in operating expenses of $3,541.

Revenue for the six months ended February 28, 2025, and February 29, 2024, was $2,000 and $3,400, respectively.

Cost of goods sold for the six months ended February 28, 2025, and February 29, 2024, was $900 and $2,540, respectively.

Operating expenses for the six months ended February 28, 2025, and February 29, 2024, were $16,090 and $12,549, respectively. Operating expenses during the six months ended February 28, 2025, and February 29, 2024, were primarily attributed to general and administration expenses of $274 and $458, and professional fees of $15,816 and $12,091, respectively.

Liquidity and Capital

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or debt financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or debt financing are insufficient, our Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to our Company. If adequate working capital is not available to our Company, it may be required to curtail or cease its operations.

5As ~~Table~~ of ~~Contents~~February 28, 2025, and August 31, 2024, we had the following balance sheet amounts:

As of November 30, 2024, and August 31, 2024, we had the following balance sheet amounts:

	February 28,			August 31,
	2025			2024			Change
Cash	$	1,972		$	995		$	977
Total Assets		2,241			1,264			977
Total Liabilities		22,563			80,419			(57,856	)
Working Capital (Deficiency)	$	(20,322	)	$	(79,155	)	$	58,833

	November 30,			August 31,
	2024			2024			Change
Cash	$	20		$	995		$	(975	)
Total Assets		1,189			1,264			(75	)
Total Liabilities		14,338			80,419			(66,081	)
Working Capital (Deficiency)	$	(13,149	)	$	(79,155	)	$	66,006

As of February 28, 2025, our current and total assets were $2,241, consisting of cash of $1,972 and inventory of $269. As of August 31, 2024, our current and total assets were $1,264, consisting of cash of $995 and inventory of $269.

As of ~~November~~February 3028, ~~2024~~2025, our ~~current~~total ~~and~~liabilities ~~total~~of ~~assets~~$22,563 were $1all current liabilities,~~189,~~ ~~consisting~~which consisted of ~~cash~~accounts payable and accrued liabilities of $205,074 and ~~inventory~~due to related party of $117,~~169.~~489 As of August 31, 2024, our ~~current and~~ total ~~assets~~liabilities ~~were~~of $180,~~264,~~419 ~~consisting~~were ofall ~~cash~~current liabilities, which consisted of $~~995~~63,019 accounts payable and ~~inventory~~accrued liabilities and due to related party of $~~269~~17,400.

AsDuring ofthe ~~November~~six ~~30,~~months ~~2024,~~ended ~~our~~February ~~total liabilities of $14~~28,~~338~~ ~~were all current liabilities~~2025, ~~which~~pursuant ~~consisted of accounts payable and accrued liabilities of $10,788 and due~~ to ~~related~~a ~~party~~change ofin ~~$3,550~~control Asdated ofSeptember ~~August 31~~23, 2024, ~~our~~the ~~total~~Company’s ~~liabilities~~former ofCEO ~~$80,419~~and ~~were~~Director ~~all~~forgave ~~current~~the ~~liabilities,~~outstanding ~~which~~balance ~~consisted~~ of $6373,~~019~~823 ~~accounts payable~~ and ~~accrued~~it ~~liabilities~~was ~~and~~recorded ~~due~~in toadditional ~~related~~paid ~~party~~in ~~of $17,400~~capital.

~~During~~6 ~~the~~Table ~~three months ended November 30, 2024, pursuant to a change in control dated September 23, 2024, the Company’s former CEO and Director forgave the outstanding balance~~ of ~~$73,823 and it was recorded in additional paid in capital.~~Contents

Working Capital

The following table presents our working capital (deficit) position as of ~~November~~February 3028, ~~2024~~2025, and August 31, 2024:

	As of			As of
	November 30,			August 31,
	February 28,			August 31,
	2024			2024
	2025			2024
Current Assets	$	12,~~189~~241		$	1,264
Current Liabilities		1422,~~338~~563			80,419
Working Capital (Deficiency)	$	(1320,~~149~~322	)	$	(79,155	)

As of ~~November~~February 3028, ~~2024~~2025, we had a working capital deficiency of $1320,~~149~~322 compared to working capital deficiency of $79,155 as of August 31, 2024. As of ~~November~~February 3028, ~~2024~~2025, we had current assets of $12,~~189~~241 (compared to $1,264 at August 31, 2024) and current liabilities of $1422,~~338~~563 (compared to $80,419 at August 31, 2024).

Cash Flow

We fund our operations with cash generated from sales, capital contributions, debt, issuances of shares of Common Stock and loans from our shareholders.

The following table presents our cash flow for the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, and ~~2023~~February 29, 2024:

	Three Months Ended
	Six Months Ended
	November 30,
	February 28,			February 29,
	2024			2023
	2025			2024
Cash used in operating activities	$	(975	)	$	(261	)
Cash (used in) provided by operating activities	$	977		$	(1,596	)
Cash provided by financing activities		-			-
Net change in cash for the period	$	~~(975~~977	)	$	(~~261~~1,596	)

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Cash Flows from Operating Activities

For the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, net cash ~~used~~provided inby operating activities was $~~975~~977 compared to $~~261~~1,596 net cash used in operating activities during the ~~three~~six months ended ~~November~~February 3029, ~~2023~~2024. For the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, we had a net loss of $714,~~817~~990, which was increased by ~~an increase in inventory of $900,~~ a decrease in accounts payable and accrued liabilities of $5257,~~231~~945 and reduced by an increase in related parties of $5973,~~973~~912 for advances funding operation expense.

For the ~~three~~six months ended ~~November~~February 3029, ~~2023~~2024, we had a net loss of $511,~~634~~689 which was increased by an increase in inventory of $800 and reduced by an increase in accounts payable and accrued liabilities of $510,~~373~~893.

Cash Flows used in Investing Activities

During the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, and ~~2023~~February 29, 2024, we had no investing activities.

Cash Flows from Financing Activities

During the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025, and ~~2023~~February 29, 2024, we had no financing activities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

We prepare our financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) of the United States, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

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While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

Revenue recognition

Revenue is earned from the reselling of new and used sports equipment. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations pursuant to each of its equipment sales transactions:

	·	identify the contract with a customer;
	·	identify the performance obligations in the contract;
	·	determine the transaction price;
	·	allocate the transaction price to performance obligations in the contract; and
	·	recognize revenue as the performance obligation is satisfied.

The Company operates as an online-only retailer and utilizes eBay as its prime marketing channel. The Company currently relies on eBay, a third-party marketplace, to facilitate its sales. Such reliance on any third-party platform to generate revenues carries with it certain risks, including but not necessarily limited to: the Company could violate the terms of service and lose its selling privileges, or the sites themselves could experience technical issues and/or fail. The Company always strives to abide by the policies of any third-party platform and endeavors to provide superior customer service.

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Typical sales transactions are usually fulfilled within twenty-four (24) hours of completing the transaction online. Contracts stating the transaction price and our performance obligation to deliver the ordered products are deemed to be entered into on eBay at the time the customer submits payment, which is conducted through the PayPal payment platform. Due to the instantaneous nature of a customer submitting an order online at a stated price and the same (or next)-day shipment of product, the Company does not anticipate that variable consideration or contract assets or liabilities will arise in the normal course of business.

Revenues are recognized based on the sales contract price, net of sales taxes, when control of the promised goods are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods. Our contracted prices primarily include cost of inventory, shipping and handling, eBay commission fee and our margin, which varies depending on each item. We may provide incentives to our customers from time-to-time, including discounts, coupons and rewards, which are treated as a reduction in revenue. The Company does not accept returns and clearly indicates this in our listings. However, if a customer receives an item that is not as described in the eBay listing, we must follow the eBay money-back guarantee policy which obligates us to issue a full refund within three (3) business days. We do not provide an estimate for returns as we do not anticipate any returns in the normal course of business.

Consignment Sales

The Company, as a consignee, provides a service to sell tennis racquets through its online marketplace with eBay. The Company retains a percentage of the proceeds received as payment for its consignment items, which the Company refers to as its “take rate.” The Company recognizes consignment revenue upon shipment of the consigned good to a customer as its performance obligation of providing consignment services to the consignor is satisfied at that point. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from a customer. Title to the consigned goods remain with the consignor until transferred to a customer subsequent to purchase of the consigned goods. In any event of damage or loss of consignment items, the Company will recognize an expense and will pay all related disbursements. The Company does not take title of consigned goods at any time.

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Other Sales

The Company purchases used golf carts as their own inventory for resale. The Company reports revenue on a gross basis from amounts collected from the customer upon transferring the product to the buyer.

Cost of Goods Sold

Cost of goods sold includes the following expenses: inventory costs and expenses related to eBay fees, repair, fuel and shipping services.

Concentration

As of ~~November~~February 3028, ~~2024~~2025, and August 31, 2024, and for the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, customer and supplier concentrations (more than 10%) were as follows:

· Revenue During the three months ended November 30, 2024, the Company did not earn revenue. During the three months ended November 30, 2023, two (2) customers represented 100% of our revenue of which each accounted for more than 10% of our revenue.

~~· Purchases~~ During the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, one (1) ~~supplier~~customer represented 100% and ~~two~~three (23) ~~suppliers~~customers represented 100% of our ~~purchases~~revenue of which each accounted for more than 10% of our ~~purchases~~revenue, respectively.

~~· Accounts receivable As of November 30,2024, and August 31,2024, the accounts receivable balances were nil.~~Purchases

8During ~~Table~~the six months ended February 28, 2025 and February 29, 2024, one (1) supplier represented 100% and four (4) suppliers represented 100% of ~~Contents~~our purchases of which each accounted for more than 10% of our purchases, respectively.

Accounts receivable

As of February 28, 2025, and August 31, 2024, the accounts receivable balances were nil.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is 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 Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~November~~February 3028, ~~2024~~2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Management also confirmed that there was no change in our internal control over financial reporting during the period ended ~~November~~February 3028, ~~2024~~2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended ~~November~~February 3028, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are filed herewith or incorporated by reference to exhibits previously filed with the SEC.

Exhibit		INCORPORATED BY REFERENCE		Filing
Number	Exhibit Description	Form	Exhibit	Date

3.1	Articles of Incorporation	S-1/A	3.1	9/30/2019
3.2	Bylaws	S-1/A	3.2	9/30/2019
3.3	Amended and Restated Certificate of Incorporation	POS AM	3.3	12/11/2019
3.4	Amended and Restated Bylaws	POS AM	3.4	12/11/2019
31.1/31.2*	Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1/32.2**	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
101*	Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

_____________

* Filed herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Pacific Sports Exchange Inc.
		(Registrant)
Dated: January 13, 2025		/s/ Huang Hua Shang
Dated: April 10, 2025		/s/ Huang Hua Shang
		Huang Hua Shang
		Chief Executive Officer, President, and Director

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