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) October 20, 2008
____________________
Commission
File No. 033-09218
____________________
SPORTSQUEST,
INC.
(Exact
name of small business issuer as specified in its charter)
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Delaware
(State
or jurisdiction of
incorporation
or organization)
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033-09218
(Commission
File Number)
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20-4742564
(I.R.S.
Employer Identification No.)
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____________________
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1809
East Broadway #125, Oviedo, Florida
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32765
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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
(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):
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))
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
3.02
- UNREGISTERED SALE OF EQUITY SECURITIES.
See
Item
5.01 below.
ITEM
5.01
- CHANGES IN CONTROL OF REGISTRANT.
On
October 20, 2008, an agreement was executed between Mecanismo Corp., a Nevada
Corporation, Domark International, Inc., a Nevada Corporation
and R.
Thomas Kidd (the "Agreement"), whereby pursuant to the terms and conditions
of
that Agreement, Mecanismo Corp. 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
such
preferred stock converts at the rate of 500 shares of common stock to one share
preferred stock, the holder of the preferred stock is the controlling
shareholder of our company. As a condition to this acquisition, Domark the
judgment arising from CASE BC 359831 LOS ANGELES SUPERIOR COURT Veridigm Inc
(f/k/a E-Notes Systems Inc (DE) (“the Plaintiff”), against TotalMed Systems,
Inc., (The “Defendant”) shall be assigned to Domark International, Inc and
Domark International, Inc. shall received a promissory note in the amount of
One
Hundred Thousand Dollars ($100,000). In addition, subject to the filing on
Schedule 14f, R. Thomas Kidd and Richard Altmann will resign and appoint
designees of Mecanismo Corp. to fill the vacancies.
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
9.01
- FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
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10.1 |
Agreement
by and between Mecanismo Corp., a Nevada Corporation, Domark
International, Inc., a Nevada Corporation and
R. Thomas Kidd, dated October 20, 2008.
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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:
October 22, 2008
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By:
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/s/
R. Thomas Kidd
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R. Thomas Kidd |
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Chairman,
President Chief Executive Officer (Principle Executive Officer, Principle
Financial Officer)
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