AUGUST PROJECT I CORP
8-K, 2000-07-21
NON-OPERATING ESTABLISHMENTS
Previous: PATTEN & PATTEN INC/TN, 13F-HR, 2000-07-21
Next: AUGUST PROJECT I CORP, 8-K, EX-2.01, 2000-07-21





                       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: July 13, 2000

                             AUGUST PROJECT 1 CORP.

               (Exact Name of Registrant as Specified in Charter)


<TABLE>
<CAPTION>
<S>                                                 <C>                                 <C>

         FLORIDA                                      0-29689                               65-0986953
         -------                                      -------                               ----------
(State or other jurisdiction                        (Commission                            (IRS Employer
           of incorporation)                        File Number)                        Identification No.)




22 SOUTH LINKS AVENUE, SUITE 204, SARASOTA, FLORIDA                                          34236
---------------------------------------------------                                          -----
(Address of principal executive offices)                                                   (Zip code)
</TABLE>


Registrant's telephone number, including area code:  (941) 330-8051
                                                     --------------


<PAGE>


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 Company  filed a Form 8-K dated July 13,
2000 in connection with the acquisition of USWEBAUCTIONS.

         On July 13, 2000, the Company  entered into a Rescission  Agreement and
Mutual release with Jon Kochevar  ("KOCHEVAR") and John Allen ("ALLEN")  whereby
Kochevar and Allen returned all 9,734,000  shares of common stock of the Company
that they had received in the  acquisition of all of the  outstanding  shares of
capital stock of USWEBAUCTIONS described above in exchange for the return of all
of the assets owned by USWEBAUCTIONS prior to such acquisition.

ITEM 7.  FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         A copy  of the  Rescission  Agreement  and  Mutual  Release  among  the
Company, Jon Kochevar and John Allen, dated July 13, 2000, is attached hereto as
Exhibit 2.01.










                                       -2-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

EXHIBIT
NO.           DESCRIPTION                                          LOCATION

2.01          Rescission Agreement and Mutual Release         Provided herewith.
              among the Company, Jon Kochevar and
              John Allen, dated July 13, 2000.















                                      -3-
<PAGE>


                                   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:  July 21, 2000                    By:/s/ Jerry L. Busiere
                                           -----------------------------------
                                           Name: Jerry L. Busiere
                                           Its:  Secretary


                                      -4-


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission