Sportsquest, Inc. (Other) (8-K)
13 Noviembre 2007 - 2:52PM
Edgar (US Regulatory)
UNITED
STATES
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):
November
5, 2007
___________
SPORTSQUEST,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
033-09218
(Commission
File
Number)
|
22-2742564
(I.R.S.
Employer
Identification
No.)
|
|
|
|
801
International Parkway, 5th floor
Lake
Mary, Florida
(Address
of principal executive offices)
|
32746
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(757)
572-9241
Not
Applicable
(Former
name or former address, if changed since last report)
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:
|
o
|
Written communications pursuant to Rule 425 under
the
Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01
Entry
into a Material Definitive Agreement.
On
November 5, 2007, SportsQuest, Inc. (the “Company”) entered into an Agreement
for the Exchange of Common Stock (the “Exchange Agreement”) with Javaco, Inc.,
an Ohio corporation (“Javaco”), and Judith Vazquez, the sole shareholder of
Javaco (the “Shareholder”).
Javaco
is
an industrial supplier to the cable television industry
.
The
closing is subject to the conversion of Javaco, an S corporation, to a C
corporation and completion of due diligence by the Company. Under the terms
of
the Exchange Agreement, the Company has agreed to purchase 100% of the issued
and outstanding shares of Javaco
in
exchange for that number of shares of common stock of the Company to be issued
to the Shareholder with a total value of $1,000,000, with the number of shares
computed by dividing the average closing price of the common stock of the
Company for the five days prior to closing into the sum of $1,000,000. In
addition, the Company shall issue warrants to the Shareholder to purchase common
stock of the Company according to the following schedule: 100,000 shares at
a
strike price of $0.50 per share expiring December 31, 2007, 100,000 shares
at a
strike price of $1.00 per share expiring December 31, 2008, and 200,000 shares
at a strike price of $1.50 per share expiring December 31, 2009. The Company
is
also obligated to pay a broker a three percent commission on the closing of
this
transaction, payable in that number of shares of common stock of the Company
with a total value of $30,000, with the number of shares determined as provided
above. The closing is expected to occur on or about November 20, 2007.
A
copy of
the Exchange
Agreement
is being
filed as Exhibit 10.1 to this report and is incorporated by reference into
this
Item 1.01.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
|
Description
|
|
|
10.1
|
Agreement
for the Exchange of Common Stock by and among SportsQuest, Inc.,
Javaco,
Inc., and Judith Vazquez dated November 5,
2007.
|
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:
November 12, 2007
|
By:
|
|
|
|
R.
Thomas Kidd
|
|
|
President
and Chief Executive Officer
|
EXHIBIT INDEX
Exhibit
No.
|
Description
|
|
|
10.1
|
Agreement
for the Exchange of Common Stock by and among SportsQuest, Inc.,
Javaco,
Inc., and Judith Vazquez dated November 5,
2007.
|
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