SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): October 31, 2007
SportsQuest,
Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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033-09128
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22-2742564
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(State
or other jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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801
International Parkway, 5th
Floor Lake Mary, FL
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32746
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (757)
572-9241
Not
applicable
(Former
name, former address and former fiscal year, if applicable)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.01 Completion
of Acquisition or Disposition of Assets.
Under
that certain Stock Issuance, Assumption and Release Agreement entered into
between SportsQuest, Inc. (the “Company”) and
Greens
Worldwide Incorporated (“Greens Worldwide”) on August 17, 2007 which was
previously filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K
filed on August 22, 2007 and incorporated by reference into this Item 2.01,
the
Company received Three Hundred Ninety Thousand (390,000) shares of the Series
A
Convertible Preferred Stock, par value Ten Dollars ($10.00) per share, of Greens
Worldwide (“Preferred
Stock”).
The
Three
Hundred Ninety Thousand (390,000) shares of Preferred Stock were issued under
an
exemption from registration under Section 4(2) of the Securities Act of 1933,
as
amended (the “Act”)
and
were
restricted stock transferred pursuant to exemption as reported on Greens
Worldwide’s Current Report on Form 8-K filed by it on August 23, 2007, which is
incorporated herein by reference into this Item 2.01. The Three Hundred Ninety
Thousand (390,000) shares of Preferred Stock in Greens Worldwide is convertible
into Two Hundred Forty Nine Million Six Hundred Thousand (249,600,000) shares
of
common stock (unregistered and restricted) upon Greens Worldwide completing
the
steps necessary for the issuance of Two Hundred Fifty Million (250,000,000)
shares of its common stock. Conversion is dependant upon authorization of
sufficient additional shares of common stock by Greens Worldwide.
On
October 31, 2007, the Directors of the Company declared an in-kind dividend
to the Company’s shareholders.
The Declaration of Dividend was intended to be effective at close of the market
on October 31, 2007. The in-kind dividend is in the form of a proportionate
share of the Three Hundred Ninety Thousand (390,000) shares of Preferred Stock
of Greens Worldwide to be transferred to each shareholder. A copy of the Written
Declaration of the Directors declaring this dividend and detailing the manner
in
which the shares were to be allocated to its One Hundred Twenty Seven (127)
shareholders is filed herewith as Exhibit 2.1 and incorporated into this Item
2.01 by reference.
Effectuation
of the transfer is believed by the Company to be exempt. However, the transfer
of the stock cannot be effectuated without an opinion of its exempt status
by
counsel for Greens Worldwide. Upon receipt of the opinion of counsel of Greens
Worldwide that the dividending of proportionate shares in the Company’s holdings
of Preferred Stock is a lawful and exempt transaction under the Act, a list
of
transferees for the stock shall be prepared and presented to the Transfer Agent
along with the surrendered certificate issued to the Company and the opinion
of
Green Worldwide’s counsel. It is the Company’s understanding that each full
share of Preferred Stock transferred to its shareholders will be a whole share
and not fractionalized and will be eligible for conversion into Six Hundred
Forty (640) shares of restricted and unregistered common stock in Greens
Worldwide upon the availability of said stock for conversion and presentation
of
an opinion letter from counsel of Greens Worldwide.
In
dividending these unregistered and restricted shares to its shareholders the
Company relied on Sections 4(1) and 4(2) of the Act and the Rules and
Regulations promulgated under the Act (including 17 CFR Section 203.144),
understanding that the transaction cannot be consummated and completed until
it
receives the written opinion of counsel from Greens Worldwide confirming
concurrence in the reliance on these or other exemptions.
It
is the
intent of the Company in declaring this in-kind dividend to divest itself of
direct control of Greens Worldwide and to end any affiliation of the two
companies. However, R. Thomas Kidd, President and Chief Executive Officer of
the
Company and President and Chief Executive Officer of Greens Worldwide will
retain indirect control of Greens Worldwide through his beneficial interest
in
about eighty-eight percent (88%) of the shares in Greens Worldwide as
specifically set forth in his Schedule 13D filed August 30, 2007 which is
incorporated by reference into this Item 2.01. The distribution by dividend
of
the Preferred Stock will dilute Mr. Kidd’s beneficial interest but not by
any significant material amount.
Item
8.01 Other
Events
On
October 31, 2007, the Directors of the Company declared a dividend in-kind
to
its shareholders of record as of close of market on that date. The dividend
in-kind was in the form of all of the Company’s right, title and interest in
Three Hundred Ninety Thousand (390,000) shares of Preferred Stock of Greens
Worldwide, convertible at a rate of Six Hundred Forty (640) shares of common
stock per One (1) share of Preferred Stock and carrying with it full voting
rights effective upon compliance with all conditions precedent to the transfer,
including compliance with all rules and regulations that apply to the transfer
under the Act. See Exhibit 2.1 filed herewith and incorporated herein by
reference and as more fully described in Item 2.01 and incorporated herein
by
reference.
Item
9.01 Financial
Statements and Exhibits
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2.1
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Corporate
Resolution and Written Action of
Directors
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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 hereunto
duly authorized.
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SPORTSQUEST, INC. |
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| Date:
November 6, 2007 |
By: |
/s/
R.
Thomas Kidd |
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R.
Thomas Kidd |
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President
and
Chief Executive Officer |
Index
of Exhibits
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2.1
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Corporate
Resolution and Written Action of
Directors
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