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 21, 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 21, 2007, U.S. Pro Golf Tour, Inc. (“USPGT”), a wholly-owned subsidiary of Greens Worldwide Incorporated (“GRWW”), announced that SportsQuest, Inc. (the “Company”) executed a three-year presenting title sponsorship agreement (the “Agreement”). Under the Agreement, the Company has agreed to issue $500,000 of its restricted common stock to GRWW on December 15, 2007 and to underwrite all purses and expenses for “official” USPGT events through 2010, subject to certain performance conditions and registration rights.

A copy of the press release that the Company issued on November 21, 2007 with respect to these events is being filed as Exhibit 99.1 to this report and is incorporated by reference into this Item 1.01.

Item 3.02    Unregistered Sales of Equity Securities. 

On December 15, 2007, pursuant to the Agreement, the Company will issue 500,000 shares of its restricted common stock to GRWW in exchange for the three-year USPGT presenting title sponsorship. The terms of this transaction are set forth in Item 1.01 above and are incorporated by reference into this Item 3.02. The Company will rely on Section 4(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder, for the exemption from registration for the sale of such shares.
 
Item 9.01    Financial Statements and Exhibits.

(d)
Exhibits.
  
Exhibit No.
Description
   
99.1
Press Release dated November 21, 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 26, 2007 By:   /s/ Thomas Kidd
 
R. Thomas Kidd
  President and Chief Executive Officer

 
 

 
 
EXHIBIT INDEX
 
 
Exhibit No.
Description
99.1
Press Release dated November 21, 2007.