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) September 29, 2008
____________________
Commission
File No. 033-09218
____________________
SPORTSQUEST,
INC.
(Exact
name of small business issuer as specified in its charter)
|
Delaware
(State
or jurisdiction of
incorporation
or organization)
|
033-09218
(Commission
File Number)
|
20-4742564
I.R.S.
Employer Identification No.)
|
____________________
|
|
|
32765
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code: 757-572-9241
(Former
Name or Former Address, if Changes Since Last Report)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
As
used
in this report, the terms "we", "us", "our", "our company" refer to SportsQuest,
Inc., a Delaware corporation.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our
disclosure and analysis in this Current Report on Form 8-K contains some
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, and the effect of economic conditions include forward-looking
statements.
Statements
that are predictive in nature, that depend upon or refer to future events or
conditions or that include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates" and similar expressions are forward-looking
statements. Although we believe that these statements are based upon reasonable
assumptions, including projections of orders, sales, operating margins,
earnings, cash flow, research and development costs, working capital, capital
expenditures and other projections, they are subject to several risks and
uncertainties. Investors are cautioned that our forward-looking statements
are
not guarantees of future performance and the actual results or developments
may
differ materially from the expectations expressed in the forward-looking
statements.
As
for
the forward-looking statements that relate to future financial results and
other
projections, actual results will be different due to the inherent uncertainty
of
estimates, forecasts and projections may be better or worse than projected.
Given these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also represent
our
estimates and assumptions only as of the date that they were made. We expressly
disclaim a duty to provide updates to these forward-looking statements, and
the
estimates and assumptions associated with them, after the date of this filing
to
reflect events or changes in circumstances or changes in expectations or the
occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form
8-K,
or their successors.
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
September 29, 2008, we executed an agreement with Veridigm, Inc., a Delaware
corporation (“Veridigm”), shareholders of our Company and Domark International,
Inc., a Nevada Corporation
(the
"Agreement"), whereby pursuant to the terms and conditions of that Agreement,
Veridigm acquired nine million, nine hundred and seventy three thousand, three
hundred and ninety seven (9,973,397) shares of our common stock and one hundred
thousand (100,000) shares of our preferred stock As a condition to this
acquisition, Veridigm is required to assign certain assets to Domark. Unless
extended by mutual consent of the parties, the closing shall occur on or before
October 17, 2008. In the event certain closing conditions are not satisfied,
Veridigm shall transfer to Domark the judgment arising from VRGD (f/k/a E-Notes
Systems Inc, Plaintiff) vs. TOTALMED SYSTEMS INC., in return for Fifty thousand
(50,000) shares of common stock of Domark.
The
closing of the transactions in the agreement are contingent upon satisfaction
of
closing conditions listed in the Agreement, a form of which is attached hereto
as Exhibit 10.1.
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.
ITEM
2.01
- ACQUISITION OR DISPOSITION OF ASSETS.
See
Item
1.01 above.
ITEM
3.02
- UNREGISTERED SALE OF EQUITY SECURITIES.
See
Item
1.01 above.
ITEM
5.01
– CHANGES IN CONTROL OF REGISTRANT.
See
Item
1.01 above.
ITEM
9.01
- FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(d)
Exhibits
|
|
10.1 |
Agreement
by and between SportsQuest, Inc., Veridigm, Inc., shareholders of
SportsQuest,
Inc and Domark International, Inc., dated September 29, 2008.
|
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:
October 6, 2008
|
By:
|
/s/
R. Thomas Kidd
|
|
|
|
R.
Thomas Kidd
Chairman,
President Chief Executive Officer
(Principle
Executive Officer, Principle Financial
Officer)
|