U.S.
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)
February
7, 2007
DATE
OF
REPORT (DATE OF EARLIEST EVENT REPORTED) September 4, 2008
____________________
Commission
File No. 033-09218
____________________
SPORTSQUEST,
INC.
(Exact
name of small business issuer as specified in its charter)
|
Delaware
|
22-2742564
|
|
(State
or other jurisdiction of
|
(IRS
Employer Identification No.)
|
|
incorporation
or organization)
|
|
1809
East
Broadway #125
Oviedo,
Florida 32765
(Address
of principal executive offices)
(757)
572-9241
(Issuer’s
telephone number)
Item
4.01
Changes in Registrant's Certifying Accountant.
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.
On
February 1 2008, 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 February 1, 2008, 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 4, 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 4, 2008.
The decision to change auditors was approved by the Board of Directors on
September 4, 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.
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 is heerby submitted
as Exhibit 16.1.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(c) Exhibits
|
|
Exhibit
16.1 |
Letter
of Gately & Associates LLP.
|
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.
|
|
|
|
|
|
SportsQuest,
Inc.
|
|
|
|
|
|
Date:
September 11, 2008
|
By:
|
/s/
R. Thomas Kidd
|
|
|
R. Thomas Kidd |
|
|
Chairman,
President Chief Executive Officer (Principle Executive Officer, Principle
Financial Officer)
|