SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: April 10, 2000
AUGUST PROJECT 1 CORP.
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(Exact Name of Registrant as Specified in Charter)
FLORIDA 0-29689 65-0986953
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
22 SOUTH LINKS AVENUE, SUITE 204, SARASOTA, FLORIDA 34236
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (941) 330-8051
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 10, 2000, August Project 1 Corp., a Florida corporation (the
"COMPANY") completed its acquisition of all of the outstanding shares of capital
stock of USWEBAUCTIONS, Inc., a Florida corporation ("USWEBAUCTIONS"), from the
shareholders of USWEBAUCTIONS for 9,734,000 shares of common stock, par value
$0.001 per share, of the Company. The amount of consideration to be paid for the
shares of USWEBAUCTIONS was determined in arms-length negotiations between the
Company and the shareholders of USWEBAUCTIONS. As a result of the acquisition,
USWEBAUCTIONS is a wholly-owned subsidiary of the Company. On April 20, 2000,
the Company's Board of Directors and the shareholders holding a majority of the
outstanding shares of common stock of the Company approved the merger of
USWEBAUCTIONS with and into the Company. The Company will be the surviving
corporation in the merger. Upon the effective date of the merger, the Company's
name will be changed to USWEBAUCTIONS, Inc.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) & (b) The Company intends to provide the financial information
required by this Item 7 in connection with the acquisition of USWEBAUCTIONS by
filing an amendment to this Form 8-K. Such amendment will be filed within sixty
days from the date this Report was required to be filed with the Securities and
Exchange Commission.
(c) A copy of the Stock Purchase Agreement among the Company,
USWEBAUCTIONS, and the shareholders of USWEBAUCTIONS, Inc, dated April 10, 2000,
is attached as Exhibit 2.02 to the Company's Quarterly Report on Form 10-QSB for
the three-months ended March 31, 2000, which was filed with the Securities and
Exchange Commission on May 22, 2000.
A copy of the Articles of Merger between the Company and USWEBAUCTIONS,
together with the Plan of Merger, is attached as Exhibit 2.03 to the Company's
Quarterly Report on Form 10-QSB for the three-months ended March 31, 2000, which
was filed with the Securities and Exchange Commission on May 22, 2000.
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION LOCATION
2.02 Stock Purchase Agreement among the Incorporated by
Company, USWEBAUCTIONS, and the reference to Exhibit
shareholders of USWEBAUCTIONS, dated 2.02 of the Company's
April 10, 2000. Form 10-QSB for the
three-months ended March
31, 2000.
2.03 Articles of Merger between the Company Incorporated by
and USWEBAUCTIONS, dated April 20, reference to Exhibit
2000, together with the Plan of Merger. 2.03 of the Company's
Form 10-QSB for the three
months ended March 31,
2000.
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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.
AUGUST PROJECT 1 CORP.
Date: May 25, 2000 By:
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Name: Jerry L. Busiere
Its: Secretary
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