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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D/A
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Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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SPORTSQUEST,
INC.
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(Name
of Issuer)
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COMMON
STOCK, $0.0001 PAR VALUE
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(Title
of Class of Securities)
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84920N
100
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(CUSIP
Number)
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R.
THOMAS KIDD, 801 INTERNATIONAL PARKWAY, 5TH
FLOOR,
LAKE
MARY, FLORIDA 32746 (757-572-9241)
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
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August
16, 2007
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(Date
of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check
the following box. o
Note:
Schedules filed in paper format shall include a signed original and
five
copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued
on following pages)
(Page
1 of 8 Pages)
*
The
remainder of this cover page shall be filled out for a reporting
person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not
be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other
provisions of the Act (however, see the Notes).
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CUSIP
No.
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AMENDMENT
NO. 1 TO SCHEDULE 13D
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Page
2 of 8 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R.
Thomas Kidd
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)
(b)
Not
Applicable
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR
2(e)
Not
Applicable
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
9,965,397
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BENEFICIALLY
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8
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SHARED
VOTING POWER
-0-
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OWNED
BY EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
9,965,397
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,965,397
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
Not
Applicable
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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| Item 1. |
Security
and Issuer
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| Item 2. |
Identity
and Background
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| (A) |
R.
Thomas Kidd
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(B)
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The
business address of Mr. Kidd is 801 International Parkway, 5th
Floor, Lake Mary, Florida 32746.
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(C)
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Mr.
Kidd is a private investor and owner of Lextra Management Group,
Inc.
(“Lextra”), a Delaware corporation, a vertically integrated sports
management firm.
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(D)
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During
the last five years, Mr. Kidd has not been convicted in a criminal
proceeding, excluding traffic violations or similar
misdemeanors.
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(E)
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During
the last five years, Mr. Kidd has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with
respect to such laws.
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(F)
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Mr.
Kidd is a citizen of the United States of
America.
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| Item 3. |
Source
and Amount of Funds or Other
Consideration
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·
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On
August 16, 2007, the Issuer loaned $500,000 to Lextra (the “Lextra Loan”),
as set forth in a callable secured note (the “Lextra Note”). The Lextra
Note accrues interest at a rate of 8% per year, requires quarterly
interest payments, and is due and payable on August 16, 2010
(the
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·
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On
August 16, 2007, the acquisition by Lextra of 51.16% of the issued
and
outstanding shares of Common Stock, pursuant to the Agreement dated
June
26, 2007 (the “Stock Purchase Agreement”) by and among Lextra, the Issuer
and certain of its principal shareholders, was completed. Pursuant
to the
terms of the Stock Purchase Agreement, at the closing, using the
proceeds
of the Lextra Loan, Lextra acquired (a) 1,165,397 shares representing
51.16% of the issued and outstanding shares of Common Stock from
the
selling shareholders for an aggregate purchase price of $116,500
and (b)
an outstanding accounts receivable due to Air Brook Limousine, Inc.
by the
Issuer in the amount of $340,000 (the “Receivable”). A
copy of the Stock
Purchase
Agreement was previously filed with the Issuer’s Current Report on Form
8-K on July 6, 2007 and is incorporated herein by reference as Exhibit
B.
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·
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On
August 21, 2007, the Issuer entered into an Asset Purchase Agreement
with
Lextra (the “Asset Purchase Agreement”). The transactions contemplated by
the Asset Purchase Agreement include the
following:
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| Item 4. |
Purpose
of Transaction
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·
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The
issuance by Greens Worldwide of 390,000 shares of its Series A Convertible
Preferred Stock, par value $10.00 per share (the “Greens Worldwide Series
A Preferred Stock”), to the Issuer;
and
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·
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The
assumption by the Issuer 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, which provided for the sale by Greens Worldwide to the
Greens
Worldwide Investors of callable secured convertible notes with an
aggregate face amount of $7,807,500, including
interest.
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(A)
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The
acquisition by any person of additional securities of the Issuer,
or the
disposition of securities of the Issuer, other than pursuant to the
Investment Agreement, dated August 23, 2007 (the “Investment Agreement”),
between the Issuer and Dutchess Private Equities Fund, Ltd. (“Dutchess”)
that requires Dutchess, subject to certain conditions, to purchase
up to
$50,000,000 of the 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 previously reported on the Issuer’s Current Report on Form
8-K filed with the Securities and Exchange Commission on August 30,
2007)
(a copy of the Investment Agreement was
previously filed with the Issuer’s Current Report on Form 8-K on August
30, 2007 and is incorporated herein by reference as Exhibit E);
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(B)
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An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the Issuer or any of its
subsidiaries;
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(C)
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A
sale or transfer of a material amount of assets of the Issuer or
of any of
its subsidiaries;
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(D)
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Any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors
or to fill any existing vacancies on the
board;
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(E)
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Any
material change in the present capitalization or dividend policy
of the
Issuer;
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(F)
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Any
other material change in the Issuer’s business or corporate structure,
other than those associated with the Issuer’s acquisition of Zaring-Cioffi
Entertainment, LLC pursuant to an Agreement for the Exchange of Stock
dated August 20, 2007 (the “Exchange Agreement”) (as previously reported
on the Issuer’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 30, 2007) (a copy of the Exchange Agreement
was
previously filed with the Issuer’s Current Report on Form 8-K on August
30, 2007 and is incorporated herein by reference as Exhibit F);
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Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions that may impede the acquisition of control of the Issuer
by
any person;
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(H)
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Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an
inter-dealer quotation system of a registered national securities
association;
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(I)
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or
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(J)
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Any
action similar to any of those enumerated
above.
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| Item 5. |
Interest
in Securities of the
Issuer
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(A)
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The
aggregate number and percentage of Common Stock beneficially owned
by Mr.
Kidd is 9,965,397 shares or 90.0% of the issued and outstanding shares
of
Common Stock.
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(B)
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Mr.
Kidd has the sole power to vote or to direct the vote and the sole
power
to dispose or to direct the disposition of all shares of Common Stock
identified pursuant to paragraph (A)
above.
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(C)
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See
Item 3 for a discussion of (a) the Stock Purchase Agreement, pursuant
to
which Mr. Kidd, indirectly through Lextra, acquired 1,165,397 shares
of
Common Stock, (b) the acquisition by Mr. Kidd, indirectly through
Lextra,
of
6,800,000 shares of Common Stock in exchange for forgiveness of the
Receivable and (c) the Asset Purchase Agreement, pursuant to which
Mr.
Kidd, indirectly through Lextra, acquired 2,000,000 shares of Common
Stock.
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(D)
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Not
applicable.
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(E)
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Not
applicable.
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| Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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| Item 7. |
Material
to be Filed as
Exhibits
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| Attention: |
Intentional
misstatements or omissions of fact constitute Federal criminal violations
(see
18
U.S.C. 1001).
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